Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. (a) Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Proxy Statement-Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. 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, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. 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-Prospectus and the Registration Statement prior to filing such 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) to the Proxy Statement-Prospectus 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly 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 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 Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of 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 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 the Company.

Proxy Statement/Prospectus. (a) As soon as practicable following the consummation of the Offer, Parent and the Company shall cooperate in preparing prepare and file with the SEC the Proxy Statement/Prospectus and each shall cause use its best efforts to be filed with have the SEC, Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable. As soon as practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and such clearance Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance Registration Statement, of Parent Common Stock in which the Merger. The Proxy Statement-/Prospectus will be included as form a prospectus in part, and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long promptly as is necessary to consummate the Merger and the transactions contemplated herebypracticable thereafter. Parent and the Company shallshall cooperate with each other in the preparation of the Proxy Statement/Prospectus, and each will provide to the other promptly copies of all correspondence between it or any of its representatives and the SEC. Each of the Company and Parent shall furnish all information concerning it required to be included in the Registration Statement and the Proxy Statement/Prospectus, and as promptly as practicable after receipt thereofthe effectiveness of the Registration Statement, provide the other party copies of any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-/Prospectus or Registration Statementwill be mailed to the stockholders of the Company and Parent. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any No amendment or supplement to the Proxy Statement-Prospectus and the Registration Statement prior to filing such 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) to the Proxy Statement-/Prospectus or the Registration Statement shall will be made without the approval of both partieseach of the Company and Parent, which approval shall will 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party of the Company and Parent will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effectiveeffective or any amend- ment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, or the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock issuable to be issued in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of 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 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 the Company/Prospectus.

Proxy Statement/Prospectus. For the purposes (ax) Parent of registering Buyer Common Stock to be issued to holders of Seller's Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws and (y) of holding the Company Seller shareholders' meeting, Buyer and Seller shall cooperate in preparing the preparation of a registration statement (such registration statement, together with all and each shall cause any amendments and supplements thereto, being herein referred to be filed as the "Registration Statement"), including a proxy statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Seller to the Seller shareholders, together with any and all amendments or supplements thereto, being herein referred to as the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the "Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent Prospectus"). Buyer shall promptly prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock Registration Statement, in which the Merger. The Proxy Statement-Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent Buyer and the Company Seller shall use its reasonable their best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by under the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and the Company shall, Securities Act 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, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. 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-Prospectus and the Registration Statement prior to filing such with the SECfiling, 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) to the Proxy Statement-Prospectus or the Registration Statement Seller and Buyer 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause thereafter promptly mail the Proxy Statement-Prospectus to be mailed its respective stockholders. Buyer shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the Company's stockholders as promptly as practicable after transactions contemplated by this Agreement, and Seller shall furnish all information concerning Seller and the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, holders of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Seller Common Stock issuable as may be reasonably requested in connection with any such action. Seller and Buyer shall each promptly notify the Merger for offering or sale in other if at any jurisdiction, or any request by the SEC for amendment of time it becomes aware that the Proxy Statement-Prospectus or the Registration Statement. If at contains any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Seller and Buyer shall cooperate in the party which discovers such information shall promptly notify the other party hereto and, preparation of a supplement or amendment to the extent required by lawProxy Statement-Prospectus, rules which corrects such misstatement or regulationsomission, an appropriate amendment or supplement describing such information and shall cause the same to be promptly filed with the FDIC and the SEC and disseminated distributed to the stockholders of the Company.Seller. 7.2

Proxy Statement/Prospectus. (a) Parent Each of the Pypo Parties shall use commercially reasonable efforts to provide promptly to Middle Kingdom such information concerning its business affairs and the Company shall cooperate financial statements as may reasonably be required for inclusion in preparing and each shall cause to be filed with the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-/Prospectus relating to (except that the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file Pypo Parties will only provide three (3) years of selected financial data in connection with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Proxy Statement-Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Proxy Statement-/Prospectus cleared by the SEC and the Form S-4 Registration Statement declared effective by Statement, or in any amendments or supplements thereto), shall direct that its counsel cooperate with Middle Kingdom’s counsel in the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies preparation of any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-/Prospectus or and the Form S-4 Registration Statement and shall request the cooperation of Middle Kingdom’s auditors in the preparation of the Proxy Statement/Prospectus and the Form S-4 Registration Statement. The parties shall cooperate and provide None of the other with a reasonable opportunity information supplied or to review and comment be supplied by or on any amendment behalf of the Pypo Parties for inclusion or supplement to the Proxy Statement-Prospectus and the Registration Statement prior to filing such 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) to the Proxy Statement-Prospectus 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 incorporate by reference in the Proxy Statement/Prospectus and the Form S-4 Registration Statement or Proxy Statement-Prospectuswill, this right of approval shall apply only with respect to information relating to at the other party or its business, financial condition or results of operations. The Company will use its reasonable best efforts to cause time the Proxy Statement-/Prospectus to be mailed to or the Company's stockholders as promptly as practicable after the Form S-4 Registration Statement is declared filed with the SEC or at the time it becomes 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 contain 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 Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If any information provided by the Pypo Parties is discovered or any event occurs with respect to any of the Pypo Parties, or any change occurs with respect to the other information provided by the Pypo Parties included in the Proxy Statement/Prospectus or the Form S-4 Registration Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or Form S-4 Registration Statement so that such document does 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 Pypo Parties shall notify Middle Kingdom promptly of 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 the Companyevent.

Proxy Statement/Prospectus. For the purposes (ax) Parent of registering Buyer's Common Stock to be issued to holders of the Company's Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws and (y) of holding the Company Special Meeting, the Buyer and the Company shall cooperate in preparing the preparation of a registration statement (such registration statement, together with all and each any amendments and supplements thereto, being herein referred to as the "REGISTRATION STATEMENT"), including a proxy statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by the Company to the Company shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "PROXY STATEMENT- PROSPECTUS"). The Buyer shall cause to be filed file the Registration Statement with the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Proxy Statement-Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent the Buyer and the Company shall use its reasonable their best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by under the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and the Company shall, Securities Act as promptly as practicable after receipt thereofsuch filing, provide the other party copies of any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. 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-Prospectus and the Registration Statement prior to filing such 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) to the Proxy Statement-Prospectus or the Registration Statement Company 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause thereafter promptly mail the Proxy Statement-Prospectus to be mailed its stockholders. The Buyer shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the Company's stockholders as promptly as practicable after transactions contemplated by this Agreement, and the Registration Statement is declared effective under Company shall furnish all information concerning the Securities Act. Each party will advise Company and the other party, promptly after it receives notice thereof, holders of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Company Common Stock issuable as may be reasonably requested in connection with any such action. The Company and the Merger for offering or sale in Buyer shall each promptly notify the other if at any jurisdiction, or any request by the SEC for amendment of time it becomes aware that the Proxy Statement-Prospectus or the Registration Statement. If at contains any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the party which discovers such information Company and the Buyer shall promptly notify cooperate in the other party hereto and, preparation of a supplement or amendment to the extent required by lawProxy Statement-Prospectus, rules which corrects such misstatement or regulationsomission, an appropriate amendment or supplement describing such information and shall cause the same to be promptly filed with the SEC and disseminated distributed to the stockholders of the Company.

Proxy Statement/Prospectus. (a) Parent and Registration Statement; -------------------------------------------------- Other Filings. As promptly as practicable after the execution of this Agreement, the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall will prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Proxy Statement-Prospectus , and the Parent will prepare and file with the SEC the Registration Statement in which the Proxy Statement will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent the Company and the Company shall Parent will respond to any comments of the SEC and will use its reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by under the SEC Securities Act as promptly as practicable after such filing. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time. As promptly as practicable after the date of this Agreement, the Company and the Parent will prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal, foreign or state securities laws relating to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated herebyby this Agreement (the "Other Filings"). Each party will notify the other party promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will supply the other party with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filing. From and after the date of this Agreement until the Effective Time, the 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, received from shall file with the SEC with respect when due all reports required to be filed pursuant to Section 13 or 15(d) of the Proxy Statement-Prospectus or Registration Statement. 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-Prospectus Exchange Act, and the Registration Statement prior to filing such 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) to the Proxy Statement-Prospectus or the Registration Statement Parent 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-Prospectus to be mailed make available to the Company's stockholders such information as promptly 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 Parent Common Stock issuable may be required in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement-Prospectus or the Registration Statement. If at any time prior their election as to the Effective Time form of Merger Consideration. Whenever any information relating event occurs that is required to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Proxy Statement, the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement of a material fact Other Filing or omit to state any material fact required to be stated therein or necessary made available to make the statements therein, Company's stockholders in light of the circumstances under which they were made, not misleadingconnection with such election, the party which discovers such information shall Company or the Parent, as the case may be, will promptly notify inform the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing of such information shall be promptly filed occurrence and cooperate in filing with the SEC and disseminated or its staff or any other government officials, and/or mailing to the stockholders of the Company, such amendment, supplement or information. The Proxy Statement will also include the recommendations of the Board of Directors of the Company in favor of approval of this Agreement (except that the Board of the Company may withdraw, modify or refrain from making such recommendation to the extent that the Board determines in good faith, after consulting with outside legal counsel, that the Board's fiduciary duties under applicable law require it to do so).

Proxy Statement/Prospectus. (a) Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as As promptly as reasonably practicable following the date hereofof this Agreement, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating subject to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting Company’s compliance with its covenants and agreements contained herein, Parent shall prepare and file with the SEC a registration proxy statement to be sent to the stockholders of each of Parent and the Company relating to the applicable stockholders’ meeting and a Registration Statement on Form S-4 (including a prospectus) (the “S-4 Registration Statement”) in connection with respect to the issuance of shares of Parent Common Stock in the Merger. The , of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement-Prospectus will be included as a prospectus in /Prospectus”), and will constitute a part each of the Registration Statement Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by Parent with the SEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) as Parent's prospectusrequired by the Securities Act or the Exchange Act. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the S-4 Registration Statement, the Proxy Statement/Prospectus and any Other Filings. Parent and the Company each shall use its reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the S-4 Registration Statement declared effective by under the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and the Company shall, Securities Act 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, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. 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-Prospectus and the Registration Statement prior to filing such with the SECfiling, 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) to the Proxy Statement-Prospectus or the Registration Statement Company and Parent 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 Statement-Prospectus, 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. The Company will thereafter use its reasonable best efforts to cause promptly thereafter mail the Proxy Statement-/Prospectus to be mailed to the Company's holders of each of Company stockholders and Parent Stockholders. Each party shall as promptly as reasonably practicable after notify the other party of the receipt of any oral or written comments from the staff of the SEC on the S-4 Registration Statement is declared or any Other Filing. Parent and the Company shall also use their reasonable best efforts to satisfy prior to the effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, date of the time when the S-4 Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable all necessary state securities Law or “blue sky” notice requirements in connection with the Merger for offering or sale in any jurisdictionand to consummate the other transactions contemplated hereby, or any request by the SEC for amendment of the Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or and the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of 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 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 the Companywill pay all expenses incident thereto.

Proxy Statement/Prospectus. (a) Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting prepare and Parent shall prepare and file with the SEC Commission as soon as practicable a registration statement Registration Statement on Form S-4 under the Securities Act (the "REGISTRATION STATEMENT"), with respect to the issuance of Parent Common Stock issuable in the Merger, which Registration Statement shall contain the proxy statement with respect to the meeting of the stockholders of the Company in connection with the Merger (the "PROXY STATEMENT/PROSPECTUS"). Notwithstanding the foregoing, the Company and Parent may elect to file the Proxy Statement/ Prospectus pursuant to Section 14 of the Exchange Act on a confidential basis and to receive, respond to and clear all Commission comments thereon, prior to filing the Registration Statement. (b) The parties will cause the Proxy Statement-Prospectus /Prospectus, and Parent will be included cause the Registration Statement, to comply as a prospectus to form in and will constitute a part all material respects with the applicable provisions of the Registration Statement as Parent's prospectusSecurities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent shall use all reasonable efforts, and the Company shall use its reasonable best efforts cooperate with Parent, (i) to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by the SEC Commission as promptly as practicable, and (ii) to keep obtain timely any and all necessary state securities or "blue sky" permits or approvals required to carry out the transactions contemplated by this Agreement. (c) The information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus and the Registration Statement effective as long as shall not (i) at the time the Registration Statement is necessary to consummate declared effective, (ii) at the Merger and the transactions contemplated hereby. 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, received from the SEC with respect to time the Proxy Statement-/Prospectus (or any amendment thereof or supplement thereto) is first mailed to holders of Company Common Stock, (iii) at the time of the Stockholders' Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (d) The information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus and the Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to holders of Company Common Stock, (iii) at the time of the Stockholders' Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any (e) No amendment or supplement to the Proxy Statement-/Prospectus and the Registration Statement prior to filing such 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) to the Proxy Statement-Prospectus or the Registration Statement shall be made by the Company or Parent 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 Statement-Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operationsother. The Company will use its reasonable best efforts to cause the Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party Parent will advise the other partyCompany, promptly after it receives notice thereof, of the time when the Registration Statement has become effectiveeffective or any supplement or amendment has been filed, 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 Commission for amendment of the Proxy Statement-Statement/ Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or comments thereon and responses thereto or requests by the Proxy Statement-Prospectus so that any of 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 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 the CompanyCommission for additional information. 5.10.

Proxy Statement/Prospectus. (a) Registration Statement; Other --------------------------------------------------------- Filings. As promptly as practicable after the execution of this Agreement, ------- Target and Parent will prepare, and the Company shall cooperate in preparing and each shall cause to be filed file with the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-/Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall will prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock Registration Statement in which the Merger. The Proxy Statement-/Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each of Target and Parent and will respond to any comments of the Company shall SEC, will use its respective commercially reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by under the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and the Company shall, Securities Act as promptly as practicable after receipt thereof, provide the other party copies of any written comments such filing and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. 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-Prospectus and the Registration Statement prior to filing such with the SEC, and Target 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) to the Proxy Statement-Prospectus 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-/Prospectus to be mailed to its stockholders at the Company's stockholders as promptly as earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Target and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each party of Target and Parent will advise notify the ------------- other party, promptly after it receives notice thereof, of upon the time when the Registration Statement has become effective, the issuance receipt of any stop order, comments from the suspension SEC or its staff or any other government officials and 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 or its staff or any other government officials for amendment of amendments or supplements to the Registration Statement, the Proxy Statement-/Prospectus or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Registration Statement. If at any time prior to , the Effective Time any information relating to Parent or Proxy Statement/Prospectus, the Company, Merger or any Other Filing. Each of their respective affiliates, officers Target and Parent will cause all documents that it is responsible for filing with the SEC or directors, should be discovered by Parent or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the Company rules and regulations promulgated thereunder. Whenever any event occurs which should is required to be set forth in an amendment or supplement to any of the Proxy Statement/Prospectus, the Registration Statement or any Other Filing, Target or Parent, as the Proxy Statement-Prospectus so that any case may be, will promptly inform the other of 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, occurrence and cooperate 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 filing with the SEC and disseminated or its staff or any other government officials, and/or mailing to the stockholders of the CompanyTarget, such amendment or supplement.

Proxy Statement/Prospectus. (a) Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as As promptly as reasonably practicable following the date hereof, mutually acceptable the Parent and the Company shall jointly prepare and file with the SEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement-Prospectus relating to /Prospectus") and the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration statement on the Form S-4 and take any action required to be taken under applicable state securities laws with respect to the issuance of Parent Class B Common Stock in the Merger. The Merger in which the Proxy Statement-/Prospectus will be included as a prospectus prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in and will constitute a part all material respects with the applicable provisions of the Registration Statement as Parent's prospectusSecurities Act and the Exchange Act. Each of the Parent and the Company shall use its all reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement Form S-4 declared effective by under the Securities Act as promptly as practicable after filing it with the SEC and to keep the Registration Statement Form S-4 effective as long as is necessary to consummate the Merger Merger. The Parties shall promptly provide copies, consult with each other and the transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of prepare written responses with respect to any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. The parties shall cooperate Form S-4 and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement-/Prospectus and promptly advise the Registration Statement prior to filing such with the SEC, and will provide each other with a copy party of all such filings made with any oral comments received from the SEC. Notwithstanding any other provision herein The Parent agrees that none of the information supplied or to be supplied by the contrary, no amendment Parent for inclusion or supplement (including by incorporation by reference) to the Proxy Statement-Prospectus 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-/Prospectus to be mailed to the Company's stockholders as promptly 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 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 Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an and each amendment or supplement to any thereto, at the time of mailing thereof and at the time of the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements -45- 50 therein, in light of the circumstances under which they were made, not misleading. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, the party which discovers such it is understood and agreed that information shall promptly notify the other party hereto and, concerning or related to the extent required Parent will be deemed to have been supplied by law, rules the Parent and information concerning or regulations, an appropriate amendment or supplement describing such information related to the Company and the Stockholders' Meeting shall be promptly filed with the SEC and disseminated deemed to the stockholders of have been supplied by the Company.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) Parent of registering Company Common Stock and Company Preferred Stock to be offered to holders of (i) CFB Common Stock in connection with the Merger and (ii) Community First Preferred Stock in connection with the Bank Merger, with the SEC under the Securities Act and (y) of holding the CFB Shareholders Meeting, and the meeting of shareholders of Community First Bank, the Company shall draft and prepare, and CFB shall cooperate in preparing the preparation of, the Merger Registration Statement, including a proxy statement of each of CFB and each Community First Bank, and a prospectus, or multiple prospectuses of the Company satisfying all applicable requirements of applicable banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the CFB and/or Community First Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). The Company shall cause to be filed with file the SECMerger Registration Statement, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute including the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file Prospectus, with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Proxy Statement-Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectusSEC. Each of Parent and the Company and CFB shall use its their commercially reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Merger Registration Statement declared effective by under the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and the Company shall, Securities Act as promptly as practicable after receipt thereofsuch filing, provide the other party copies and each of any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. 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-Prospectus CFB and the Registration Statement prior to filing such 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) to the Proxy Statement-Prospectus or the Registration Statement Company 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause thereafter promptly mail the Proxy Statement-Prospectus to be mailed the CFB shareholders of each of CFB and Community First Bank. The Company shall also use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Company's stockholders as promptly as practicable after transactions contemplated by this Agreement, and CFB shall furnish all information concerning CFB and the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, holders of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent CFB Common Stock issuable and Community First Preferred Stock as may be reasonably requested in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of 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 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 the Companyaction.

Proxy Statement/Prospectus. (a) As soon as practicable following the execution of this Agreement, Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Proxy Statement-/Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent and the Company each shall use its reasonable best efforts to have the Proxy Statement-/Prospectus filed on or before November 11, 1997 and to be cleared by the SEC as promptly as practicable thereafter. As soon as practicable following such clearance Parent shall prepare and file with the SEC the Registration Statement, of which the Proxy Statement/Prospectus 38 will form a part, and shall use its best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long promptly as is necessary to consummate the Merger and the transactions contemplated herebypracticable thereafter. Parent and the Company shallshall cooperate with each other in the preparation of the Proxy Statement/Prospectus, and each will provide to the other promptly copies of all correspondence between it or any of its representatives and the SEC. Each of the Company and Parent shall furnish all information concerning it required to be included in the Registration Statement and the Proxy Statement/Prospectus, and as promptly as practicable after receipt thereofthe effectiveness of the Registration Statement, provide the other party copies of any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-/Prospectus or Registration Statementwill be mailed to the stockholders of the Company and Parent. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any No amendment or supplement to the Proxy Statement-Prospectus and the Registration Statement prior to filing such 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) to the Proxy Statement-/Prospectus or the Registration Statement shall will be made without the approval of both partieseach of the Company and Parent, which approval shall will 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party of the Company and Parent will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effectiveeffective or any amendment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, or the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock issuable to be issued in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of 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 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 the Company/Prospectus.

Proxy Statement/Prospectus. (a) Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as As promptly as reasonably practicable following the date hereof, mutually acceptable the Parent and the Company shall jointly prepare and file with the SEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement-Prospectus relating to /Prospectus") and the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration statement on the Form S-4 and take any action required to be taken under applicable state securities laws with respect to the issuance of Parent Class B Common Stock in the Merger. The Merger in which the Proxy Statement-/Prospectus will be included as a prospectus prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in and will constitute a part all material respects with the applicable provisions of the Registration Statement as Parent's prospectusSecurities Act and the Exchange Act. Each of the Parent and the Company shall use its all reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement Form S-4 declared effective by under the Securities Act as promptly as practicable after filing it with the SEC and to keep the Registration Statement Form S-4 effective as long as is necessary to consummate the Merger Merger. The Parties shall promptly provide copies, consult with each other and the transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of prepare written responses with respect to any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. The parties shall cooperate Form S-4 and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement-/Prospectus and promptly advise the Registration Statement prior to filing such with the SEC, and will provide each other with a copy party of all such filings made with any oral comments received from the SEC. Notwithstanding any other provision herein The Parent agrees that none of the information supplied or to be supplied by the contrary, no amendment Parent for inclusion or supplement (including by incorporation by reference) to the Proxy Statement-Prospectus 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-/Prospectus to be mailed to the Company's stockholders as promptly 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 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 Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an and each amendment or supplement to any thereto, at the time of mailing thereof and at the time of the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, . The Company agrees that none of the party which discovers such information shall promptly notify supplied or to be supplied by the other party hereto and, to Company for inclusion or incorporation by reference in the extent required by law, rules or regulations, an appropriate Proxy Statement/Prospectus and each amendment or supplement describing such thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements -45- 51 therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Parent will be deemed to have been supplied by the Parent and information concerning or related to the Company and the Stockholders' Meeting shall be promptly filed with the SEC and disseminated deemed to the stockholders of have been supplied by the Company.

Proxy Statement/Prospectus. (a) Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as As promptly as reasonably practicable following the date hereofof this Agreement, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration proxy statement to be sent to the stockholders of each of the Parent and the Company relating to the meeting of the stockholders, as applicable, and a Registration Statement on Form S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with respect to the issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (or a newly filed S-8 Registration Statement, as applicable), of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”), and each of the Company and the Parent Common shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by the Parent with the SEC in connection with the Amalgamation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the United States Exchange Act. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock in held by the MergerNoteholder will be registered on the S-4 Registration Statement. The Proxy Statement-Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent and the Company shall use its reasonable best efforts to have cooperate with each other in connection with the preparation of the S-4 Registration Statement, the Proxy Statement-/Prospectus cleared by and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the S-4 Registration Statement or any Other Filing. The Parent and the Company shall also use their reasonable commercially reasonable efforts to satisfy prior to the effective date of the S-4 Registration Statement declared effective by all applicable Securities Laws or “blue sky” notice requirements in connection with the SEC Amalgamation and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. 70 (b) The Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement/Prospectus, including any pro forma financial statements included therein (and the Company shallletter to stockholders, as promptly as practicable after receipt thereofnotice of meeting and form of proxy included therewith), provide will not, at the other party copies of any written comments time that the S-4 Registration Statement and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-/Prospectus or Registration Statement. 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-Prospectus and the Registration Statement prior to filing such thereto is filed 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) to the Proxy Statement-Prospectus 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly 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 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 Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-/Prospectus so that is first mailed to the Parent Stockholders, at the time of the Parent Meeting and at the Effective Time, contain any of such documents would not include any misstatement 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 made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by the Company to the Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the party which discovers such Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement and Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement/Prospectus to be mailed to Parent Stockholders as promptly as practicable after the SEC declares the S-4 Registration Statement to be effective. Each Party shall promptly notify furnish to the other party hereto andParty all information concerning such Party, such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 7.15. If any event relating to the extent required by lawParent or the Company occurs, rules or regulationsif the Parent or the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement describing to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then the Parent or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such information shall be promptly filed amendment or supplement with the SEC and disseminated and, if appropriate, in mailing such amendment or supplement to the stockholders Parent Stockholders. No filing of, or amendment or supplement to, the S-4 Registration Statement and/or Proxy Statement/Prospectus will be made by the Parent without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

Proxy Statement/Prospectus. (a) Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as As promptly as reasonably practicable following the date hereofof this Agreement, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration proxy statement to be sent to the stockholders of each of the Parent and the Company relating to the meeting of the stockholders, as applicable, and a Registration Statement on Form S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with respect to the issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (or a newly filed S-8 Registration Statement, as applicable), of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”), and each of the Company and the Parent Common shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by the Parent with the SEC in connection with the Offer and the other transactions contemplated hereby including the S-1 Registration Statement and S-3 Registration Statement (the “Other Filings”) as required by the 1933 Act or the United States Exchange Act; provided, however, that the Series B Warrants and the Series B Warrant Shares shall not be included on the S-4 Registration Statement but shall be included on an S-1 Registration Statement or S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the Noteholder will be registered on the S-4 Registration Statement; provided, however, that the Series B Warrants and the Series B Warrant Shares will not be included in the Merger. The Proxy Statement-Prospectus S-4 Registration Statement but will be included as a prospectus in and will constitute a part of the on an S-1 Registration Statement as Parent's prospectusor S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer and the terms of such registration shall be acceptable to the Noteholder. Each of The S-4 Registration Statement shall amend the previously filed Registration Statement on Form S-4 filed by the Parent with the SEC on May 28, 2020. The Parent and the Company shall use its reasonable best efforts to have cooperate with each other in connection with the preparation of the S-4 Registration Statement, the Proxy Statement-/Prospectus cleared by and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC and on the S-4 Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated herebyor any Other Filing. The 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, received from the SEC with respect shall also use their reasonable commercially reasonable efforts to satisfy prior to the Proxy Statement-Prospectus or Registration Statement. The parties shall cooperate and provide effective date of the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement-Prospectus and the S-4 Registration Statement prior to filing such 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 applicable Securities Laws or supplement (including by incorporation by reference) to the Proxy Statement-Prospectus 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives “blue sky” 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 Parent Common Stock issuable requirements in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement-Prospectus or the Registration Statement. If at any time prior Offer and to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of 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 consummate 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 the Companytransactions contemplated hereby.

Proxy Statement/Prospectus. (a) Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as As promptly as reasonably practicable following the date hereof, mutually acceptable the Parent and the Company shall jointly prepare and file with the SEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement-Prospectus relating to /Prospectus") and the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration statement on the Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Merger in which the Proxy Statement-/Prospectus will be included as a prospectus prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in and will constitute a part all material respects with the applicable provisions of the Registration Statement as Parent's prospectusSecurities Act and the Exchange Act. Each of the Parent and the Company shall use its all reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement Form S-4 declared effective by under the Securities Act as promptly as practicable after filing it with the SEC and to keep the Registration Statement Form S-4 effective as long as is necessary to consummate the Merger Merger. The Parties shall promptly provide copies, consult with each other and the transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of prepare written responses with respect to any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. The parties shall cooperate Form S-4 and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement-/Prospectus and promptly advise the Registration Statement prior to filing such with the SEC, and will provide each other with a copy party of all such filings made with any oral comments received from the SEC. Notwithstanding any other provision herein The Parent agrees that none of the information supplied or to be supplied by the contrary, no amendment Parent for inclusion or supplement (including by incorporation by reference) to the Proxy Statement-Prospectus 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-/Prospectus to be mailed to the Company's stockholders as promptly 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 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 Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an and each amendment or supplement to any thereto, at the time of mailing thereof and at the time of the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, . The Company agrees that none of the party which discovers such information shall promptly notify supplied or to be supplied by the other party hereto and, to Company for inclusion or incorporation by reference in the extent required by law, rules or regulations, an appropriate Proxy Statement/Prospectus and each amendment or supplement describing such thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Parent, Merger Sub and the Parent Stockholders' Meeting will be deemed to have been supplied by the Parent and information concerning or related to the Company and the Company Stockholders' Meeting shall be promptly filed with deemed to have been supplied by the SEC and disseminated to Company. Any opinions regarding the stockholders federal income tax consequences of the CompanyMerger or other matters set forth in the Form S-4 and the Proxy Statement/Prospectus shall be rendered by (i) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP with respect to matters regarding the Parent and its stockholders, and (ii) Cooley Godward LLP with respect to matters regarding the Company and its stockholders.

Proxy Statement/Prospectus. (a) Parent As promptly as reasonably practicable following the date hereof, Buyer and the Company shall cooperate in preparing and each shall cause to be filed with the SEC, as promptly as reasonably practicable following the date hereof, Commission mutually acceptable proxy materials which that shall constitute the Proxy Statement-/Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent Buyer shall prepare and file with the SEC a registration statement on Commission the Form S-4 with respect to the issuance of Parent Common Stock in the MergerS-4. The Proxy Statement-/Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement Form S-4 as ParentBuyer's prospectus. Each of Parent Buyer and the Company shall use its commercially reasonable best efforts to have the Proxy Statement-/Prospectus cleared by the SEC Commission and the Registration Statement Form S-4 declared effective by the SEC Commission as soon after such filing as practicable and to keep the Registration Statement Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent Each of Buyer and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments comments, and advise the each other party of any oral comments, received from the SEC with respect to the Proxy Statement-/Prospectus or Registration StatementForm S-4 received from the Commission. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement-/Prospectus and the Registration Statement Form S-4 prior to filing such with the SEC, Commission and will provide each other with a copy of all such filings made with the SECCommission. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement-/Prospectus or the Registration Statement Form S-4 shall be made without the approval of both partiesBuyer and Company, which approval shall not be unreasonably withheld or delayed; provided that provided, however, that, with respect to documents filed by a party which hereto that are incorporated by reference in the Registration Statement Form S-4 or Proxy Statement-/Prospectus, 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. The Company Buyer will use its commercially reasonable best efforts to cause the Proxy Statement-/Prospectus to be mailed to the Company's Buyer stockholders (if the Buyer Stockholder Approval is necessary or reasonably deemed desirable) and Company will use commercially reasonable efforts to cause the Proxy Statement/ Prospectus to be mailed to Company stockholders, in each case, as promptly as practicable after the Registration Statement Form S-4 is declared effective under the Securities Act. Each party will advise the other partyIf, 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 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 Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time Time, any information relating to Parent Buyer or the Company, or any of their respective affiliatesAffiliates (as defined in Section 9.1(a)), officers or directors, should be is discovered by Parent Buyer or the Company which and such information should be set forth in an amendment or supplement to any of the Registration Statement Form S-4 or the Proxy Statement-/Prospectus so that any of 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 hereto discovering such information shall promptly notify the other party 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 Commission and, to the extent required by law, disseminated to the stockholders of the Buyer and Company.

Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall cooperate in preparing prepare and each the Company shall cause to be filed with the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus /Prospectus, which shall be included in the Form F-4, for the purpose of calling the Company Stockholders’ Meeting to obtain the Company Stockholder Approval (such Proxy Statement/Prospectus, as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of the Company relating to the matters meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be submitted held to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance consider adoption of Parent Common Stock in the Mergerthis Agreement. The Proxy Statement-Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent and the Company shall use its reasonable best efforts to have No filing of, or amendment or supplement, the Proxy Statement-/Prospectus cleared will made by the SEC and the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and or the Company shall, as promptly as practicable after receipt thereof, provide without providing the other party copies of any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to thereon. The parties shall cooperate in the preparation of the Proxy Statement-/Prospectus in a timely fashion and the Registration Statement prior to filing such 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) to the Proxy Statement-Prospectus 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 Statement-Prospectus, 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. The Company will use its their respective reasonable best efforts to cause assist the Company in having the Proxy Statement-/Prospectus to be mailed to cleared by the Company's stockholders SEC as promptly 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 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 Proxy Statement-Prospectus or the Registration Statementfiling. If at any time prior to the Effective Time any information relating to Parent the Company or the CompanyParent, or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Parent or the Company or Parent which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus /Prospectus, so that any of such documents the Proxy Statement/Prospectus 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 are made, not misleading, the party which that discovers such information shall promptly notify the other party parties hereto and, to the extent required by law, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by Law, disseminated to the stockholders of Parent and the Company. The Company shall notify Parent promptly of the time of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement/Prospectus or for additional information. Each party shall provide the other party with copies of all written correspondence and a summary of all oral communication between it and the SEC relating to the Proxy Statement/Prospectus. The Company shall use reasonable best efforts to respond to any comments by the SEC in respect of the Proxy Statement/Prospectus and to have such document cleared by the SEC as promptly as practicable after filing. The Proxy Statement/Prospectus shall comply in all material respects with all applicable requirements of Law. The Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the stockholders of the Company at the earliest practicable date after the Form F-4 shall have become effective. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, (i) the Company shall use reasonable best efforts to have any such amendment or supplement cleared for mailing, to the extent necessary, to its stockholders as promptly as practicable after such filing and (ii) the Company shall use reasonable best efforts to have any such amendment or supplement mailed to its stockholders at the earliest practicable date.

Proxy Statement/Prospectus. (a) As soon as practicable following the consummation of the Offer, Parent and the Company shall cooperate in preparing prepare and file with the SEC the Proxy Statement/Prospectus and each shall cause use its best efforts to be filed with have the SEC, Proxy Statement/Prospectus cleared by the SEC as promptly as reasonably practicable. As soon as practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and such clearance Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance Registration Statement, of Parent Common Stock in which the Merger. The Proxy Statement-/Prospectus will be included as form a prospectus in part, and will constitute a part of the Registration Statement as Parent's prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long promptly as is necessary to consummate the Merger and the transactions contemplated herebypracticable thereafter. Parent and the Company shallshall cooperate with each other in the preparation of the Proxy Statement/Prospectus, and each will provide to the other promptly copies of all correspondence between it or any of its representatives and the SEC. Each of the Company and Parent shall furnish all information concerning it required to be included in the Registration Statement and the Proxy Statement/Prospectus, and as promptly as practicable after receipt thereofthe effectiveness of the Registration Statement, provide the other party copies of any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-/Prospectus or Registration Statementwill be mailed to the stockholders of the Company and Parent. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any No amendment or supplement to the Proxy Statement-Prospectus and the Registration Statement prior to filing such 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) to the Proxy Statement-/Prospectus or the Registration Statement shall will be made without the approval of both partieseach of the Company and Parent, which approval shall will 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party of the Company and Parent will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effectiveeffective or any amend- 0139329.08-01S2a 63 ment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, or the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock issuable to be issued in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of 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 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 the Company/Prospectus.

Proxy Statement/Prospectus. For the purposes: (a) Parent of registering the Bancshares common stock to be offered to holders of Horizon common stock in connection with the Merger with the Securities and Exchange Commission (“SEC”) under the Company Securities Act of 1933 (“Securities Act”); (b) of holding a meeting of Horizon’s shareholders (“Horizon Special Meeting”); and (c) of holding a meeting of Bancshares’ shareholders (“Bancshares Special Meeting”), Bancshares shall draft and prepare, and Horizon shall cooperate in preparing the preparation of, a Registration Statement on Form S-4, including a combined proxy statement/prospectus satisfying all applicable requirements of applicable state securities and each banking laws, and of the Securities Act and the Securities Exchange Act of 1934 (“Exchange Act”), and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Horizon and Bancshares to their respective shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement/Prospectus”). Bancshares shall cause provide Horizon and its counsel with reasonable opportunity to be review and comment on the Proxy Statement/Prospectus prior to the time it, or any amendments to it, are filed with the SEC, as promptly as reasonably practicable following together with the date hereofSEC’s comments and Bancshares’ responses thereto. Bancshares shall file the Registration Statement, mutually acceptable proxy materials which shall constitute including the Proxy Statement-Prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file /Prospectus, with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Proxy Statement-Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectusSEC. Each of Parent Bancshares and the Company Horizon shall use its reasonable their best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by under the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and the Company shall, Securities Act as promptly as practicable after such filing, and Horizon shall thereafter promptly mail the Proxy Statement/Prospectus to its shareholders. Bancshares shall also use its best efforts to obtain all necessary state securities law permits and approvals required to carry out the transactions contemplated by this Agreement. Horizon shall provide Bancshares with any information concerning itself that Bancshares may reasonably request in connection with the drafting and preparation of the Proxy Statement/Prospectus, and Bancshares shall notify Horizon promptly of the receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-/Prospectus or Registration Statement. The parties shall cooperate and provide of any requests by the other with a reasonable opportunity to review and comment on SEC for any amendment or supplement thereto or for additional information. Each of Bancshares and Horizon agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-/Prospectus and the Registration Statement prior all required amendments and supplements thereto to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein be mailed to the contrary, no amendment or supplement (including by incorporation by reference) holders of Horizon common stock entitled to vote at the Horizon Special Meeting at the earliest practicable time. Horizon and Bancshares shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-/Prospectus 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 Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause the Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly 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 contains 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 Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Horizon shall cooperate with Bancshares in the party which discovers preparation of a supplement or amendment to such information Proxy Statement/Prospectus that corrects such misstatement or omission, and Bancshares shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, file an appropriate amendment or supplement describing such information shall be promptly filed amended Registration Statement with the SEC SEC, and disseminated Horizon and Bancshares shall both mail an amended Proxy Statement/Prospectus to the stockholders their respective stockholders. Horizon shall obtain a “comfort” letter from its independent certified public accountant, dated as of the Companydate of the Proxy Statement/Prospectus and updated as of the Closing Date, with respect to certain financial information regarding Horizon, in form and substance that is customary in transactions such as the Merger and reasonably satisfactory to Bancshares.

Proxy Statement/Prospectus. (a) Parent As promptly as practicable after the date of this Agreement, Fresh Vine, with the reasonable cooperation of the Company, shall prepare and the Company shall cooperate in preparing and each shall cause to be filed with the SECSEC the Registration Statement, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials in which shall constitute the Proxy Statement-/Prospectus relating to will be included, in connection with the matters to be submitted to registration under the Company stockholders at Securities Act of the Company Stockholders Meeting and Parent shall prepare and file Merger Consideration. The initial filing with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Proxy Statement-Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Each Statement, Proxy Statement/Prospectus, shall occur on or before March 29, 2024 (subject to a ten (10) Business Day extension upon delivery of Parent and a written request therefor by either the Company shall use its reasonable best efforts or Fresh Vine to have the Proxy Statement-Prospectus cleared by the SEC other); provided, however, that such timing is subject to and the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and conditioned upon the Company shall, as promptly as practicable after receipt thereof, provide cooperating with Fresh Vine and providing to Fresh Vine in a timely manner such information and disclosures regarding the other party copies of any written comments and advise the other party of any oral comments, received from the SEC with respect Company required to the Proxy Statement-Prospectus or Registration Statement. 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-Prospectus and the Registration Statement prior to filing such 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) to the Proxy Statement-Prospectus 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 included in the Registration Statement or Proxy Statement-Prospectus, 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. The Company will use its reasonable best efforts to cause (including the Proxy Statement-Prospectus /Prospectus) in order for it to be mailed (i) comply as to the Company's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other partyform with SEC requirements, promptly after it receives notice thereofand (ii) in Fresh Vine’s reasonable determination, not contain untrue statements of the time when the Registration Statement 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 Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were will be made, not misleading.. Each of Fresh Vine and the Company shall use their commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal, state, securities and other applicable Laws in connection with the party which discovers such issuance of the Merger Consideration pursuant to the Merger. Each of the Parties shall furnish all information shall promptly notify the other party hereto andconcerning itself and its Affiliates, as applicable, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing other Parties as the other Parties may reasonably request in connection with such information shall be promptly filed with actions and the SEC and disseminated to the stockholders preparation of the CompanyRegistration Statement and the Proxy Statement/Prospectus.