Common use of Preparation of Registration Statement Clause in Contracts

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional information.

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed Prepare and file with the Commission on or prior to the stockholders Filing Date a Registration Statement on Form S-3 or its successor form (or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on another appropriate form in accordance herewith, which shall include a Plan of Seller who are to vote upon this Agreement and Distribution substantially in the Parent Merger Documents form of Exhibit A annexed hereto, unless in connection with a Piggyback Registration), or such other form agreed to by the transactions contemplated hereby Company and to be part of by the Majority Holders, and cause the Registration Statement to be filed by Acquiror with the Commission pursuant become effective and remain effective as provided herein; provided, however, that not less than five (5) Business Days prior to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When filing of the Registration Statement or any post-effective related Prospectus or any amendment or supplement thereto, the Company shall, if reasonably practicable: (i) furnish to the Holders, their Special Counsel and any managing underwriters, copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders, their Special Counsel and such managing underwriters and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to such Holders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders, their Special Counsel or any managing underwriters shall become effectivereasonably object, and at all times subsequent will not request acceleration of such Registration Statement without prior notice to such effectiveness, up to and including the time counsel. The sections of the last stockholder meeting such Registration Statement covering information with respect to the transactions contemplated herebyHolders, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions Holder’s beneficial ownership of securities of the 1933 Act and Company or the rules and regulations Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationHolders.

Preparation of Registration Statement. The parties hereto Anadarko shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission and shall jointly file the Joint Proxy Statement. Consistent with the timing for the Anadarko Stockholders Meeting and the UPR Stockholders Meeting as determined by Anadarko after consultation with UPR, Anadarko shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and shall use its reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Anadarko shall obtain knowledge of any information pertaining to Anadarko contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Anadarko will so advise UPR in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Anadarko shall promptly furnish to UPR all information concerning it as may be required for supplementing the Joint Proxy Statement. Anadarko shall cooperate with UPR in the preparation of the Joint Proxy Statement in a proxy statement timely fashion and shall use its reasonable efforts to assist UPR in clearing the Joint Proxy Statement with the Staff of the Commission. Consistent with the timing of the Anadarko Stockholders Meeting and the UPR Stockholder Meeting, Anadarko shall use all reasonable efforts to mail at the earliest practicable date to Anadarko Stockholders the Joint Proxy Statement, which Joint Proxy Statement shall include all information required under Applicable Law to be mailed furnished to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents Anadarko Stockholders in connection with the transactions contemplated hereby Share Issuance and shall include the Anadarko Board Recommendation to the extent not previously withdrawn in compliance with Section 5.2(d) and the written opinion of the Anadarko Financial Advisor described in Section 3.21. Anadarko shall also take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be part of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued taken under any applicable state securities laws in connection with the Mergersissuance of Anadarko Common Shares in the Merger. When No filing of, or amendment or supplement to, the Registration Statement or any post-effective amendment thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Joint Proxy Statement will be made by Anadarko without providing UPR the opportunity to review and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleadingcomment thereon. Acquiror Anadarko will advise Seller UPR, promptly after it receives notice thereof thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Anadarko Common Stock Shares issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for amendment of the amendment Joint Proxy Statement or supplement of the Registration Statement or comments thereon and responses thereto or requests by the Commission for additional information.

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed Prepare and file with the Commission (i) on or prior to the stockholders Filing Date, the Initial Registration Statement, as amended, which shall include a Plan of Seller who are Distribution substantially in the form of Exhibit A annexed hereto, and cause the Initial Registration Statement to vote upon this Agreement become effective and the Parent Merger Documents remain effective as provided herein or (ii) as expeditiously as possible in connection with an Underwritten Offering, a Registration Statement covering the transactions contemplated hereby amount of Registrable Securities determined pursuant to Section 2(b) hereof, and to be part of the cause such Registration Statement to become effective and remain effective for up to 120 days or, if earlier, until the Holders have completed the distribution related thereto; provided, however, that not less than three (3) Business Days prior to the filing of the Initial Registration Statement, any subsequent Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders, their Special Counsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by Acquiror with the Commission pursuant reference), which documents will be subject to the 1933 Act with respect review of such Holders, their Special Counsel and such managing underwriters, and (ii) use its best efforts to cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the shares reasonable opinion of respective counsel to be issued in connection with such Holders and such underwriters, to conduct a reasonable investigation within the Mergersmeaning of the Securities Act. When The Company shall not file the Registration Statement or any post-effective amendment such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities, their Special Counsel or any managing underwriters shall become effectivereasonably object, and at all times subsequent will not request acceleration of such Registration Statement without prior notice to such effectiveness, up to and including the time counsel. The sections of the last stockholder meeting such Registration Statement covering information with respect to the transactions contemplated herebyHolders, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions Holder's beneficial ownership of securities of the 1933 Act and Company or the rules and regulations Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationHolders.

Preparation of Registration Statement. The parties hereto F&G and FNF shall jointly prepare prepare, and F&G shall file with the SEC the Registration Statement. F&G shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the Distribution. F&G shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a proxy statement general consent to service of process) required to be mailed to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents taken under any applicable state securities Laws in connection with the transactions contemplated hereby distribution of shares of F&G Common Stock in the Distribution, and to FNF shall furnish all information concerning FNF and the holders of shares of FNF Common Stock as may be part of reasonably requested by F&G in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement to will be filed by Acquiror with the Commission pursuant made without FNF’s consent (which may be oral or written and shall not be unreasonably withheld, delayed, or conditioned). If at any time prior to the 1933 Act with respect Closing any information relating to FNF, F&G or any of their respective Affiliates, directors or officers, should be discovered by FNF or F&G which should be set forth in an amendment or supplement to the shares to be issued in connection with the Mergers. When Registration Statement, so that the Registration Statement or would not include any post-effective amendment thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the holders of FNF Common Stock. Acquiror will advise Seller The parties shall notify each other promptly after it receives notice thereof of the time when receipt of any comments from the Registration Statement has become effective SEC or any supplement or amendment thereto has been filed, the staff of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or SEC and of any request by the Commission SEC or the staff of the SEC for the amendment amendments or supplement of supplements to the Registration Statement or for additional informationinformation and shall supply each other with copies of (x) correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Statement or the transactions contemplated hereby and (y) all orders of the SEC relating to the Registration Statement.

Preparation of Registration Statement. The parties hereto shall jointly prepare as As promptly as reasonably practicable a proxy statement to be mailed to after the stockholders execution and delivery of Seller who are to vote upon this Agreement Agreement, Parent and the Parent Merger Documents in connection Company shall prepare and file with the transactions contemplated hereby SEC the Registration Statement, including the Proxy Statement / Prospectus contained therein. Parent and the Company shall use their reasonable best efforts to be part of cause the Registration Statement to be filed by Acquiror declared effective under the Securities Act as promptly as practicable after such filing. Parent shall take such action (other than qualifying to do business in any state or jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Commission pursuant to the 1933 Act with respect to the registration and qualification of shares of Parent Common Stock to be issued in the Merger. The Company shall furnish all information concerning the Company and the holders of Company Shares as may be reasonably required or requested by Parent in connection with such actions and the Mergerspreparation of the Registration Statement. When The Company shall cause the Proxy Statement / Prospectus to be mailed to its stockholders as promptly as practicable after the Registration Statement or any post-shall have become effective amendment thereto shall become effective, under the Securities Act. The respective parties will cause the Proxy Statement / Prospectus and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or comply as to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply form in all material respects with the applicable provisions of the 1933 Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleadingthereunder. Acquiror Parent will advise Seller the Company, promptly after it receives notice thereof thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation jurisdiction or threat of any proceeding for any such purpose, or of any request by the Commission SEC for amendment of the amendment Proxy Statement / Prospectus or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC.

Preparation of Registration Statement. The parties hereto shall jointly prepare as As promptly as reasonably practicable a proxy statement and no later than 45 days following the date of this Agreement, MEOA and the Company shall prepare and mutually agree upon (such agreement not to be mailed to unreasonably withheld, conditioned or delayed by either MEOA or the stockholders of Seller who are to vote upon this Agreement Company, as applicable), and MEOA shall file with the Parent Merger Documents SEC, the Registration Statement (it being understood that the Registration Statement shall include the Joint Proxy Statement/Prospectus, in connection with the transactions contemplated hereby and to be part registration under the Securities Act of the Registration Statement to be filed by Acquiror with offer and sale of the Commission pursuant to the 1933 Act with respect to the shares MEOA Shares to be issued in connection with the MergersMerger and which will be used as a proxy statement for the MEOA Stockholders Meeting and the Company Stockholders Meeting. When Each of MEOA and the Company shall use its reasonable best efforts to (a) cause the Registration Statement or any post-effective amendment thereto shall become effectiveStatement, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect Joint Proxy Statement/Prospectus, to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement and the Joint Proxy Statement/Prospectus under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of any comments of the SEC or its staff with respect to the Registration Statement received by such Party, and respond promptly thereto; (c) have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and Exchange Commission thereunder (d) keep the Registration Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. MEOA, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for inclusion in any other statement, filing, notice or application made by or on behalf of MEOA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement and/or the Joint Proxy Statement/Prospectus, then: (i) such Party shall promptly inform, in the case of any MEOA Party, the Company, or, in the case of the Company, MEOA, thereof; (ii) will such Party shall prepare and mutually agree upon with, in the case of MEOA, the Company, or, in the case of the Company, MEOA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement and/or the Joint Proxy Statement/Prospectus; (iii) MEOA shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in disseminating such amendment or supplement to the Pre-Closing MEOA Holders and the Company Stockholders. MEOA shall as promptly as is reasonably practicable advise the Company of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of MEOA Shares for offering or sale in any jurisdiction, and MEOA and the Company shall each use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use their reasonable best efforts to ensure that none of the information related to it or any of its Non-Party Affiliates or its or their respective Representatives, supplied by or on their behalf for inclusion or incorporation by reference in the Registration Statement, including the Joint Proxy Statement/Prospectus will, at the time the Registration Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances under which they are made, not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional information.

Preparation of Registration Statement. The Within thirty (30) days following the Closing Date, Coinstar shall prepare and file with the SEC, and the parties hereto shall jointly cooperate and use their commercially reasonable efforts to prepare as promptly as practicable and file, a proxy registration statement to be mailed to on Form S-3 under the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto shall become effectiveSecurities Act, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all any necessary amendments or supplements thereto, relating to the resale of the Shares to be issued by Coinstar to ▇▇▇▇▇▇ under this Agreement (the “Registration Statement”). Each of Seller, ▇▇▇▇▇▇ and Coinstar shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. After the Registration Statement has been declared effective, Coinstar shall use its commercially reasonable efforts to keep such Registration Statement effective for a period equal to two (2) years from the initial date that the SEC declares such Registration Statement effective (if such Registration Statement is not effective during any period within such one-year period, such one-year period shall be extended by the number of days that the Registration Statement is not effective). The Company represents and warrants that it is eligible to register the Shares on Form S-3 under the Securities Act. Coinstar shall also take such reasonable actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) as may be required to be taken under any applicable state securities laws in connection with the filing and effectiveness of the Registration Statement and the resale of the Shares issued to ▇▇▇▇▇▇, and Coinstar shall furnish all information concerning Seller and ▇▇▇▇▇▇ as may be reasonably requested in connection with any such action. Coinstar will notify Seller and ▇▇▇▇▇▇ promptly of the receipt of any written or oral comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Registration Statement or for additional information and will supply Seller and ▇▇▇▇▇▇ with copies of all correspondence between Coinstar, or any of its representatives, and the SEC or its staff, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by the Registration Statement. Coinstar shall advise Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary▇▇▇▇▇▇, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof thereof, of the time when the Registration Statement has become effective or when any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock Shares issuable in connection with the Merger for offering or sale resale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission SEC for the amendment or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time after Closing, any information relating to Seller, ▇▇▇▇▇▇ or Coinstar, or any of their respective Affiliates, officers or directors, should be discovered by Seller, ▇▇▇▇▇▇ or Coinstar which should be set forth in an amendment or supplement to the Registration Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to Seller, ▇▇▇▇▇▇ and Coinstar. Coinstar shall, prior to the effectiveness of the Registration Statement, file with Nasdaq a Notification for Listing of Additional Shares providing for inclusion for quotation on Nasdaq of the Shares in connection with the transactions contemplated under this Agreement and resalable subject to such Registration Statement and shall use its reasonable best efforts to cause the Shares to be approved for quotation on Nasdaq, subject to official notice of issuance, prior to the effectiveness of the Registration Statement.

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed Prepare and file with the Commission on or prior to the stockholders Filing Date a Registration Statement on Form S-3 or its successor form (or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 such registration shall be on another appropriate form in accordance herewith (which shall include a plan of Seller who are to vote distribution reasonably agreed upon this Agreement and by the Parent Merger Documents parties hereto, in the form of EXHIBIT A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the transactions contemplated hereby Company and by a majority-in-interest of Holders of Registrable Securities to be part of covered by such Registration Statement) (except if otherwise directed by the Holders), and cause the Registration Statement to be filed by Acquiror with the Commission pursuant become effective and remain effective as provided herein; PROVIDED, HOWEVER, that not less than five (5) Business Days prior to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When filing of the Registration Statement or any post-effective related Prospectus or any amendment or supplement thereto shall become effective(including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders, their counsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders, their counsel and such managing underwriters, and at all times subsequent (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such effectivenessinquiries as shall be necessary, up in the reasonable opinion of respective counsel to such Holders and including such underwriters, to conduct a reasonable investigation within the time meaning of the last stockholder meeting Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities, their counsel or any managing underwriters shall reasonably object within three (3) Business Days after receipt of copies of any such documents, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the transactions contemplated herebyHolders, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions Holder's beneficial ownership of securities of the 1933 Act and Company or the rules and regulations Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationHolders.

Preparation of Registration Statement. FindWhat shall, as soon as is reasonably practicable following the date of this Agreement, prepare and file with the Commission the Registration Statement, in which the Proxy Statement will be included as a prospectus. The parties hereto Registration Statement shall jointly prepare register the issuance of FindWhat Common Shares in connection with the Merger. Subject to Section 5.1, FindWhat shall use its reasonable best efforts to: (i) have the Registration Statement declared effective under the Securities Act as promptly as practicable a proxy statement after such filing, (ii) cause the Proxy Statement to be mailed to the stockholders FindWhat Stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act, and (iii) maintain the effectiveness of Seller who are the Registration Statement through the Effective Time. FindWhat shall also take any action (other than qualifying to vote do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of FindWhat Common Shares in the Merger, upon this Agreement the exercise of FindWhat Exchange Options, and upon the Parent Merger Documents issuance of such other FindWhat securities in connection with the transactions contemplated hereby and by this Agreement. Subject to Section 5.1, Espotting shall use its reasonable best efforts to cause the Proxy Statement to be part mailed to the Espotting Stockholders as promptly as practicable after the Registration Statement is declared effective, along with such other information as it deems appropriate to meet the requirements of Applicable Law in the solicitation of the approvals of its stockholders pursuant to Section 5.3(a). FindWhat and Espotting shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments with respect to, or requests for amendment of the Registration Statement received from the Commission. FindWhat shall provide Espotting with a reasonable opportunity to be filed by Acquiror review and comment on any amendment or supplement to the Registration Statement prior to filing such with the Commission pursuant Commission, and shall provide Espotting with a copy of all such filings made with the Commission. Notwithstanding any other provision herein to the 1933 Act with respect contrary, the Registration Statement shall not be filed, and no amendment or supplement to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto Proxy Statement shall become effective, and at all times subsequent to such effectiveness, up to and including be made without the time approval of the last stockholder meeting with respect information included by the party that supplied that information. If at any time prior to the transactions contemplated herebyEffective Time any information relating to FindWhat or Espotting, such or any of their respective affiliates, officers or directors, should be discovered by FindWhat or Espotting which should be set forth in an amendment or supplement to the Registration Statement and all amendments or supplements theretothe Proxy Statement, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions so that any of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will such documents would not contain include any untrue statement misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances in which they were made, not misleading. Acquiror will advise Seller , the party which discovers such information shall promptly after it receives notice thereof of notify the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Registration Statement or for additional informationFindWhat and Espotting.

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed Prepare and file with the Commission on or prior to the stockholders Filing Date a Registration Statement on Form S-3 or its successor form (or, if the Company is not then eligible to register the resale of Seller who are the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor form) (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, and use best efforts to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part of cause the Registration Statement to be filed by Acquiror with the Commission pursuant become effective and remain effective as provided herein; provided, however, that not less than three (3) Business Days prior to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When filing of the Registration Statement or any post-effective related Prospectus or any amendment thereto shall become effectiveor supplement thereto, the Company shall, if reasonably practicable (i) furnish to the Holders and their Special Counsel, copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and their Special Counsel, and at all times subsequent (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such effectivenessinquiries as shall be necessary, up to and including in the time reasonable opinion of the last stockholder meeting Special Counsel to such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or their Special Counsel shall reasonably object. The sections of such Registration Statement covering information with respect to the transactions contemplated herebyHolders, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions Holders' beneficial ownership of securities of the 1933 Act and Company or the rules and regulations Holders' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationHolders.

Preparation of Registration Statement. The parties hereto shall jointly prepare as (i) As promptly as practicable after the date hereof, Catcha, the Company, PubCo and the Merger Sub shall prepare, and Pubco shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”), which Registration Statement will also contain a notice of extraordinary general meeting and proxy statement (as amended, the “Proxy Statement”), relating to the Catcha Shareholders’ Meeting (as defined below) to approve and adopt: (a) this Agreement, the Ancillary Documents and the Business Combination, (b) the adoption and approval of the Plan of Merger, the Merger and the A&R Articles of Surviving Entity, (c) such other matters as the Company, PubCo, the Merger Sub and Catcha shall hereafter collectively determine to be mailed necessary or appropriate in order to effect the stockholders of Seller who are to vote upon this Agreement Business Combination and the Parent Merger Documents in connection with the other transactions contemplated hereby and by this Agreement, the Ancillary Documents or as may be required by applicable law, (d) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to be part of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto shall become effectivecorrespondence related thereto, and at all times subsequent (e) the adjournment of Catcha Shareholders’ Meeting, if necessary or desirable in the reasonable determination of Catcha (the proposals described in foregoing clauses (a) through (e), collectively, the “Transaction Proposals”). (ii) Catcha, the Company, PubCo and the Merger Sub shall each use its commercially reasonable efforts to such effectiveness, up to and including (a) cause the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, when filed each with respect the SEC to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act all Laws applicable thereto and the rules and regulations of promulgated by the Securities SEC, (b) respond as promptly as reasonably practicable to and Exchange Commission thereunder and resolve all comments received from the SEC concerning the Registration Statement, (iic) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when cause the Registration Statement has become to be declared effective under the Securities Act as promptly as practicable and (d) keep the Registration Statement effective as long as is necessary to consummate the Business Combination. Prior to the effective date of the Registration Statement, the Company, Catcha and PubCo shall take all or any supplement action required under any applicable federal or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable state securities Laws in connection with the Merger for offering or sale in any jurisdiction, issuance of PubCo Common Stock and PubCo Warrants pursuant to this Agreement. Each of the initiation Company, Catcha and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or threat “Blue Sky” permits and approvals required to carry out the Business Combination, and the Company and Catcha shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Catcha (in the case of Catcha) and any proceeding for of their respective members or shareholders as may be reasonably requested in connection with any such purpose, or of any request by the Commission for the amendment or supplement action. As promptly as practicable after finalization and effectiveness of the Registration Statement, Catcha shall mail (or cause to be mailed) the Registration Statement to the Catcha Shareholders. Each of Catcha, PubCo and the Company shall furnish to the other Parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or for additional informationadvisable or as may be reasonably requested in connection with the Registration Statement, or any other statement, filing, notice or application made by or on behalf of Catcha, PubCo, the Company or their respective Affiliates to any regulatory authority in connection with the Business Combination.

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part of the (i) A Registration Statement to on Form S-4 (together with any amendments or supplements, the “Registration Statement”) will be filed by Acquiror Glacier with the Commission pursuant to SEC under the 1933 Securities Act with respect to for registration of the shares Glacier Shares to be issued in connection the Merger, and the parties will prepare a related prospectus/proxy statement (“Prospectus/Proxy Statement”) to be mailed, together with any amendments and supplements thereto, to CDC’s shareholders. (ii) The parties will cooperate with each other in preparing the MergersRegistration Statement and Prospectus/Proxy Statement, and will use their best efforts to obtain the clearance of the SEC, any appropriate state securities regulators and any other required regulatory approvals, to issue the Prospectus/Proxy Statement. (iii) Nothing will be included in the Registration Statement or the Prospectus/Proxy Statement or any proxy solicitation materials with respect to any party to this Agreement unless approved by that party, which approval will not be unreasonably withheld. When the Registration Statement or any post-effective amendment thereto shall become becomes effective, and at all times subsequent to such effectiveness, effectiveness (up to and including the time date of the last stockholder meeting with respect to the transactions contemplated herebyCDC Meeting), such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished in the Registration Statement that is or to be furnished by Acquiror and Acquiror Sub or on behalf of Glacier relating to Acquiror and Acquiror Sub Glacier and by Seller and Seller Subsidiary or on behalf of CDC relating to Seller and the Seller SubsidiaryCDC, (i1) will comply in all material respects with the provisions of the 1933 Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder any other applicable statutory or regulatory requirements, and (ii2) will not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when in the Registration Statement has become effective not misleading; provided, however, that in no event will any party be liable for any untrue statement of a material fact or any supplement omission to state a material fact in the Registration Statement where such statement or amendment thereto has been filedomission, as the case may be, was made in reliance upon, and in conformity with, written information concerning another party furnished by or on behalf of such other party specifically for use in the Registration Statement. (iv) Glacier will pay all fees and costs associated with the preparation by Glacier’s counsel (and other professional advisors) and the filing of the issuance of any stop order, Registration Statement. CDC will pay all costs associated with its review and preparation of the suspension Registration Statement and the Prospectus/Proxy Statement. CDC will pay the costs associated with the printing and mailing of the qualification of the Acquiror Common Stock issuable Prospectus/Proxy Statement to its shareholders and any other direct costs incurred by it in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationProspectus/Proxy Statement.

Preparation of Registration Statement. The parties hereto shall jointly prepare as As promptly as practicable a proxy statement following the execution of this Agreement, Parent shall prepare and file with the SEC the Registration Statement. The Company shall use its reasonable best efforts to furnish to Parent all information concerning it as is required by the SEC or deemed necessary by the Parties to be mailed included in the Registration Statement (including any financial statements required to be included therein). Without limiting the stockholders foregoing, the Company and Parent shall each provide (i) audited annual and unaudited interim financial statements (including footnotes) that are timely reviewed by such Party’s independent auditor for the periods required to be included in the Registration Statement, (ii) management’s discussion and analysis of Seller who are interim and annual financial statements for the periods required to vote upon this Agreement be included in the Registration Statement, (iii) the consent of such Party’s independent auditor to include annual financial statement reports in the Registration Statement, (iv) information necessary to prepare selected and summary financial data, (v) information necessary to enable Parent to prepare required pro forma financial statements and related footnotes and (vi) any other information mutually agreed by Parent and the Parent Merger Documents in connection with the transactions contemplated hereby and Company to be part of required or necessary to be included in the Registration Statement to the extent reasonably necessary to permit Parent to prepare the Registration Statement. Parent and the Company shall use their respective reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act and to keep the Registration Statement effective as long as is necessary to consummate the Distribution and the Parent Company Stock Issuance; provided, that such date is no earlier than the date on which the Parent would be filed by Acquiror reasonably able to meet its obligations and requirements as a public company with securities listed on the Commission pursuant Exchange and is otherwise reasonably prepared to operate as a standalone entity taking into account all resources available to it under the 1933 Act Transaction Agreements and on commercially reasonable terms from third parties. The Parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto shall become effectiveStatement, and at all times subsequent to such effectiveness, up to and including advise one another of any oral comments received from the time of the last stockholder meeting SEC with respect to the transactions contemplated hereby, such Registration Statement. The Parties shall cooperate in preparing and filing with the SEC any necessary correspondence and amendment or supplement to the Registration Statement. No amendment or supplement to the Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to shall be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller filed without the approval of Parent and the Seller SubsidiaryCompany, (i) will which approval shall not be unreasonably withheld, conditioned or delayed. The Registration Statement shall comply as to form in all material respects with the provisions of the 1933 Act and the rules and regulations of promulgated by the SEC under the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationAct.

Preparation of Registration Statement. The parties hereto (a) As promptly as practicable following the execution and delivery of this Agreement, SVF shall jointly prepare prepare, with the assistance of the Company, and, as promptly as practicable a proxy statement following the delivery of the PCAOB Audited Financials, cause to be mailed filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the stockholders of Seller who are to vote upon this Agreement and Proxy Statement contained therein, the Parent Merger Documents “Registration Statement”) in connection with the transactions contemplated hereby and registration under the Securities Act of the shares of Surviving Pubco to be part issued under this Agreement and pursuant to the Domestication. Each of SVF and the Company shall use its reasonable best efforts to cause the Registration Statement to be filed by Acquiror comply with the Commission pursuant rules and regulations promulgated by the SEC, to have the 1933 Registration Statement declared effective under the Securities Act with respect as promptly as practicable after such filing date and to keep the shares Registration Statement effective as long as is necessary to be issued consummate the Merger. SVF and the Company shall share equally in the payment of all filing fees in connection with the Mergerspreparation, filing and mailing of the Registration Statement. When Each of SVF and the Company shall ensure that none of the information supplied by it, or by any other Person acting on its behalf, for inclusion or incorporation by reference in the Registration Statement will, as of the time the Registration Statement becomes effective under the Securities Act or any post-effective amendment thereto shall become effectiveon the date the Proxy Statement is first mailed to SVF Shareholders, and or at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated herebySpecial Meeting, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading. Acquiror will advise Seller promptly after Each of SVF and the Company shall furnish all information concerning it receives notice thereof as may reasonably be requested by the other Party in connection with such actions and the preparation of the time when Registration Statement. As promptly as practicable after the date on which the Registration Statement has is declared effective under the Securities Act, SVF will cause the Proxy Statement to be mailed to SVF Shareholders. (b) Each of SVF and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. If SVF or the Company becomes aware that any information contained in the Registration Statement shall have become effective false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) SVF, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement. SVF and the Company shall use their respective reasonable best efforts to cause the Registration Statement, as so amended or amendment thereto has been filedsupplemented, to be filed with the SEC and to be disseminated to the holders of SVF Class A Ordinary Shares and SVF Class B Ordinary Shares, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the SVF Organizational Documents. Each of the Company and SVF shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that SVF receives from the SEC or its staff with respect to the Registration Statement promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. (c) SVF agrees to include provisions in the Proxy Statement and to take reasonable action related thereto, with respect to (i) approval of the Business Combination (as defined in the SVF Organizational Documents) and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations (the “Transaction Proposal”), (ii) approval of the Surviving Pubco Certificate of Incorporation (the “Amendment Proposal”) and each change to the Surviving Pubco Certificate of Incorporation that is required to be separately approved, (iii) to the extent required by the NASDAQ listing rules, approval of the issuance of any stop orderthe Aggregate Merger Consideration together with the Surviving Pubco Class A Common Stock pursuant to the Subscription Agreements and/or the Forward Purchase Agreement (the “NASDAQ Proposal”), (iv) approval of the suspension Domestication (the “Domestication Proposal”), (v) the approval and adoption of the qualification SVF Incentive Plan (the “SVF Incentive Plan Proposal”), (vi) the approval and adoption of the Acquiror Common SVF Employee Stock issuable Purchase Plan (the “SVF Employee Stock Purchase Plan Proposal”), (vii) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals and (viii) approval of any other proposals reasonably agreed by SVF and the Company to be necessary or appropriate in connection with the Merger for offering or sale in any jurisdictiontransaction contemplated hereby (together with the Transaction Proposal, the Amendment Proposal, the NASDAQ Proposal, the Domestication Proposal and the SVF Incentive Plan Proposal and the SVF Employee Stock Purchase Plan Proposal the “Proposals”). Except with the prior written consent of the initiation or threat of any proceeding for any such purposeCompany, or of any request the Proposals shall be the only matters (other than procedural matters) which SVF shall propose to be acted on by the Commission for SVF Shareholders at the amendment or supplement of the Registration Statement or for additional informationSpecial Meeting.

Preparation of Registration Statement. The parties hereto ASR shall jointly prepare as promptly as practicable the Registration Statement, including a proxy statement form of prospectus, and one or more amendments thereto, on Form S-3 or other appropriate form covering the resale of shares of ASR Common Stock into which the outstanding shares of the Associates Common Stock are to be mailed to the stockholders converted as set forth in Section 1.5 of Seller who are to vote upon this Agreement and shall use its best efforts to cause the Parent Merger Documents in connection with Registration Statement to become effective or as soon as practicable after the transactions contemplated hereby Effective Date and to be part remain effective during the period and subject to the limitations set forth in the Registration Agreement applicable to the Exchange Offer. ASR shall deliver to Associates copies of the Registration Statement and each amendment thereto filed or proposed to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued (and of each related preliminary prospectus). ASR shall advise Associates and shall confirm in connection with the Mergers. When writing (i) when the Registration Statement or any post-effective amendment thereto shall have become effectiveeffective and when any amendment of or supplement to the Prospectus is filed with the Commission, (ii) when the SEC shall make a request or suggestion for any amendment or supplement to the Registration Statement or the Prospectus or for additional information and the nature and substance thereof, and at all times subsequent to such effectiveness, up to and including the time (iii) of the last stockholder meeting with respect issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement, and shall use its best efforts to prevent the transactions contemplated herebyissuance of a stop order and, if such order shall be issued, to obtain the withdrawal thereof at the earliest possible time. ASR represents and warrants to Associates that the Registration Statement and all the Prospectus and any other amendments and supplements thereto will, when they become effective or supplements theretoare first used, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply conform in all material respects with to the provisions requirements of the 1933 Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities thereunder, and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated 3 therein or necessary to make the statements contained therein not misleading; provided, however, that ASR makes no representation or warranty as to statements or omissions therein relating to Associates or the Winton Parties. Acquiror will advise Seller promptly after it receives notice thereof Notwit▇▇▇▇▇▇ing the foregoing, ASR may utilize for the purposes of this Section 2.2(c) a Registration Statement including other shares or securities as long as all of the time when shares of ASR Common Stock into which the outstanding shares of Associates Common Stock are to be converted may be included in such Registration Statement has become effective without any restriction or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationcutbacks.

Preparation of Registration Statement. The parties hereto shall jointly prepare as (a) Each of Buyer and Company agrees to provide promptly as practicable a proxy statement to be mailed to the stockholders of Seller who are to vote upon this Agreement other such information concerning its business and financial statements and affairs as, in the Parent Merger Documents in connection with the transactions contemplated hereby and to be part reasonable judgment of the Registration Statement to providing party or its counsel, may be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued required or appropriate for inclusion in connection with the Mergers. When the Registration Statement Statement, or in any post-effective amendment thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, and to cause its counsel and auditors to cooperate with respect the other party's counsel and auditors in the preparation of the Registration Statement. Buyer and Company shall each use their commercially reasonable efforts to all cause the Registration Statement to comply with applicable federal and state securities laws requirements. The Company will promptly advise Buyer, and Buyer will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Buyer shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Registration Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Registration Statement shall contain the recommendation of the board of directors of Buyer that the shareholders of Buyer approve the Merger and the adoption of this Agreement and the conclusion of the board of directors of Buyer, based in part on its reliance on the fairness opinion referred to in Section 6.02(e), that the terms and conditions of the Merger are fair and reasonable to the shareholders of Buyer from a financial point of view. A-27 (b) None of the information set forth therein furnished supplied or to be furnished supplied by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions or on behalf of the 1933 Act and Company, for inclusion in the rules and regulations of Registration Statement, will, at the Securities and Exchange Commission thereunder and (ii) will not date such information is supplied and, as thereafter amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or, as thereafter amended or supplemented, will at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof . (c) None of the information supplied or to be supplied by or on behalf of Buyer, for inclusion in the Registration Statement, will, at the date such information is supplied and, as thereafter amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or, as thereafter amended or supplemented, will at the time when the Registration Statement has become becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any supplement material fact required to be stated therein or amendment thereto has been filed, of necessary to make the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationstatements therein not misleading.

Preparation of Registration Statement. The parties hereto shall jointly prepare as As promptly as reasonably practicable a proxy statement and no later than sixty (60) days following the date of this Agreement, FRLA and the Company shall prepare and mutually agree upon (such agreement not to be mailed to unreasonably withheld, conditioned or delayed by either FRLA or the stockholders of Seller who are to vote upon this Agreement Company, as applicable), and FRLA shall file with the Parent Merger Documents SEC, the Registration Statement (it being understood that the Registration Statement shall include the Proxy Statement/Prospectus, in connection with the transactions contemplated hereby and to be part registration under the Securities Act of the Registration Statement to be filed by Acquiror with offer and sale of the Commission pursuant to the 1933 Act with respect to the shares FRLA Common Shares to be issued in connection with the MergersMerger and which will be used as a proxy statement for the FRLA Stockholders Meeting). When Each of FRLA and the Company shall use its reasonable best efforts to (a) cause the Registration Statement or any post-effective amendment thereto shall become effectiveStatement, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect Proxy Statement/Prospectus, to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement and the Proxy Statement/Prospectus under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of any comments of the SEC or its staff with respect to the Registration Statement received by such Party, and respond promptly thereto; (c) have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and Exchange Commission thereunder (d) keep the Registration Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. FRLA, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for inclusion in any other statement, filing, notice or application made by or on behalf of FRLA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement and/or the Proxy Statement/Prospectus, then: (i) such Party shall promptly inform, in the case of any FRLA Party, the Company, or, in the case of the Company, FRLA, thereof; (ii) will such Party shall prepare and mutually agree upon with, in the case of FRLA, the Company, or, in the case of the Company, FRLA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement and/or the Proxy Statement/Prospectus; (iii) FRLA shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in disseminating such amendment or supplement to the Pre-Closing FRLA Holders. FRLA shall as promptly as is reasonably practicable advise the Company of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of FRLA Common Shares for offering or sale in any jurisdiction, and FRLA and the Company shall each use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use their reasonable best efforts to ensure that none of the information related to it or any of its Non-Party Affiliates or its or their respective Representatives, supplied by or on their behalf for inclusion or incorporation by reference in the Registration Statement, including the Proxy Statement/Prospectus will, at the time the Registration Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances under which they are made, not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional information.

Preparation of Registration Statement. The parties hereto shall (a) GBCI and AB will use their commercially reasonable efforts to jointly prepare as promptly as practicable and jointly file a proxy statement to be mailed to Registration Statement on Form S-4 (together with any amendments or supplements, the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part “Registration Statement”) for registration of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares GBCI Shares to be issued in connection the Merger and a related prospectus/proxy statement (the “Prospectus/Proxy Statement”) with the MergersSEC within 45 days after the Execution Date. (b) The parties will cooperate with each other in preparing the Registration Statement and Prospectus/Proxy Statement, and will use their commercially reasonable efforts to promptly obtain the clearance of the SEC, if required, any appropriate state securities regulators and any other required regulatory approvals, to issue the Prospectus/Proxy Statement. (c) Each party will provide the other party for inclusion or incorporation by reference in the Registration Statement or Prospectus/Proxy Statement, as applicable, all required information relating to such party or its Affiliates as the party making such filing may reasonably request for the purpose of including such data and information in the Registration Statement or Prospectus/Proxy Statement (as applicable) and any amendments or supplements thereto. Each party and its counsel shall be given the opportunity to review and comment on the Prospectus/Proxy Statement and Registration Statement, as applicable, including any amendments thereto and related correspondence with the SEC, before it is filed with the SEC. Nothing will be included in the Registration Statement or the Prospectus/Proxy Statement or any proxy solicitation materials with respect to any party to this Agreement unless approved by that party, which approval will not be unreasonably withheld, conditioned, or delayed. When the Registration Statement or any post-effective amendment thereto shall become becomes effective, and at all times subsequent to such effectiveness, effectiveness (up to and including the time date of the last stockholder meeting with respect to the transactions contemplated herebyAB Meeting), such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished in the Registration Statement that is or to be furnished by Acquiror and Acquiror Sub or on behalf of GBCI relating to Acquiror GBCI and Acquiror Sub its Subsidiaries and by Seller and Seller Subsidiary or on behalf of AB relating to Seller AB and the Seller SubsidiaryBank, (i) will comply in all material respects with the provisions of the 1933 Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder any other applicable statutory or regulatory requirements, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when in the Registration Statement has become effective not misleading; provided, however, that in no event will any party be liable for any untrue statement of a material fact or any supplement omission to state a material fact in the Registration Statement where such statement or amendment thereto has been filedomission, as the case may be, was made in reliance upon, and in conformity with, written information concerning another party furnished by or on behalf of such other party specifically for use in the Registration Statement. (d) GBCI will pay all fees and costs associated with the preparation by GBCI’s counsel (and other professional advisors) and the filing of the issuance of any stop order, Registration Statement. AB will pay all fees and costs associated with its review and preparation of the suspension Registration Statement and the Prospectus/Proxy Statement, with all such fees and costs to be included as and in the calculation of Transaction Related Expenses. Each of AB and GBCI will pay (a) one-half of the qualification costs associated with the printing and mailing of the Acquiror Common Stock issuable Prospectus/Proxy Statement to AB’s shareholders and (b) its own other direct costs incurred by it in connection with the Merger for offering or sale Prospectus/Proxy Statement, with all such costs paid by AB to be included as and in any jurisdiction, the calculation of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationTransaction Related Expenses.

Preparation of Registration Statement. The (a) A Registration Statement on Form S-4 (together with any amendments or supplements, the “Registration Statement”) will be filed by Columbia with the SEC under the Securities Act for registration of the shares of Columbia Common Stock to be issued as the Total Stock Consideration, and the parties hereto shall jointly will prepare as promptly as practicable a related prospectus/proxy statement (“Prospectus/Proxy Statement”) to be mailed together with any amendments and supplements to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents Astoria’s stockholders. (b) The parties will cooperate with each other in connection with the transactions contemplated hereby and to be part of preparing the Registration Statement to be filed by Acquiror and Prospectus/Proxy Statement, and will use their best efforts to: (1) file the Registration Statement with the Commission pursuant SEC within 45 days following the date on which this Agreement is executed, and (2) obtain the clearance of the SEC, any appropriate state securities regulators and any other required regulatory approvals, to issue the 1933 Act Prospectus/Proxy Statement. (c) Nothing will be included in the Registration Statement or the Prospectus/Proxy Statement or any proxy solicitation materials with respect to the shares any party to this Agreement unless approved by that party, which approval will not be issued in connection with the Mergersunreasonably withheld. When the Registration Statement or any post-effective amendment thereto shall become becomes effective, and at all times subsequent to such effectiveness, effectiveness (up to and including the time date of the last stockholder meeting with respect to the transactions contemplated herebyAstoria Meeting (defined in Section 4.2.2(b))), such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished in the Registration Statement that is or to be furnished by Acquiror and Acquiror Sub or on behalf of Columbia relating to Acquiror and Acquiror Sub Columbia and by Seller and Seller Subsidiary or on behalf of Astoria relating to Seller and the Seller SubsidiaryAstoria, (i1) will comply in all material respects with the provisions of the 1933 Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder any other applicable statutory or regulatory requirements, and (ii2) will not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when in the Registration Statement has become effective not misleading; provided, however, that in no event will any party be liable for any untrue statement of a material fact or any supplement omission to state a material fact in the Registration Statement where such statement or amendment thereto has been filedomission, as the case may be, was made in reliance upon, and in conformity with, written information concerning another party furnished by or on behalf of such other party specifically for use in the Registration Statement. (d) Columbia will pay all costs associated with the preparation by Columbia’s counsel (and other professional advisors) and the filing of the issuance of any stop order, Registration Statement. Astoria will pay all costs associated with the review and preparation by Astoria’s counsel (and other professional advisors) of the suspension Registration Statement and the Prospectus/Proxy. Astoria will pay the costs associated with the printing and mailing of the qualification of the Acquiror Common Stock issuable Prospectus/Proxy Statement to its stockholders and any other direct costs incurred by it in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationProspectus/Proxy Statement.

Preparation of Registration Statement. The parties hereto Brillian shall jointly prepare as promptly as practicable a proxy statement registration statement, including a form of prospectus, and one or more amendments thereto, on Form S-4 or other appropriate form covering the shares of Brillian Common Stock into which the outstanding shares of Snytax Common Stock are to be mailed to the stockholders converted as set forth in Section 1.7 of Seller who are to vote upon this Agreement and shall use its best efforts to cause the Parent Merger Documents in connection with registration statement to become effective prior to September 15, 2005 or as soon as practicable thereafter depending on the transactions contemplated hereby and to be part availability of the Registration Statement Syntax 2005 Financial Statements. Brillian shall deliver to Syntax copies of the registration statement and each amendment thereto filed or proposed to be filed by Acquiror with (and of each related preliminary prospectus). The registration statement and the Commission pursuant to prospectus, as amended at the 1933 Act with respect to time the shares to be issued registration statement becomes effective, are herein called the “Registration Statement” and the “Prospectus.” Brillian shall advise Syntax and shall confirm in connection with the Mergers. When writing (i) when the Registration Statement or any post-effective amendment thereto shall have become effective and when any amendment of or supplement to the Prospectus is filed with the SEC, (ii) when the SEC shall make a request or suggestion for any amendment to the Registration Statement or the Prospectus or for additional information and the nature and substance thereof, and (iii) of the issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement, and shall use its best efforts to prevent the issuance of a stop order and, if such order shall be issued, to obtain the withdrawal thereof at the earliest possible time. Brillian represents and warrants to Syntax that the Registration Statement and the Prospectus (including the information therein provided by Brillian but not including information therein provided by Syntax) and any other amendments and supplements thereto, will, when they become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply conform in all material respects with to the provisions requirements of the Securities Act of 1933 Act and the rules and regulations of the Securities thereunder, and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective ; provided, however, that Brillian makes no representation or any supplement warranty as to statements or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationomissions therein relating to Syntax.

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part of the (i) A Registration Statement to on Form S-4 (together with any amendments or supplements, the "Registration Statement") will be filed by Acquiror Intermountain with the Commission pursuant to SEC under the 1933 Securities Act with respect to for registration of the shares Intermountain Shares to be issued in connection the Holding Company Merger, and the parties will prepare a related prospectus/proxy statement ("Prospectus/Proxy Statement") to be mailed together with any amendments and supplements to Snake River's stockholders. (ii) The parties will cooperate with each other in preparing the Registration Statement and Prospectus/Proxy Statement, and will use their best efforts to: (1) file the Registration Statement with the MergersSEC within 45 days following the date on which this Agreement is executed, and (2) obtain the clearance of the SEC, any appropriate state securities regulators and any other required regulatory approvals, to issue the Prospectus/Proxy Statement. (iii) Nothing will be included in the Registration Statement or the Prospectus/Proxy Statement or any proxy solicitation materials with respect to any party to this Agreement unless approved by that party, which approval will not be unreasonably withheld. When the Registration Statement or any post-effective amendment thereto shall become becomes effective, and at all times subsequent to such effectiveness, effectiveness (up to and including the time date of the last stockholder meeting with respect to the transactions contemplated herebySnake River Meeting), such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished in the Registration Statement that is or to be furnished by Acquiror and Acquiror Sub or on behalf of Intermountain relating to Acquiror and Acquiror Sub Intermountain and by Seller and Seller Subsidiary or on behalf of Snake River relating to Seller and the Seller SubsidiarySnake River, (i1) will comply in all material respects with the provisions of the 1933 Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder any other applicable statutory or regulatory requirements, and (ii2) will not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when in the Registration Statement has become effective not misleading; provided, however, that in no event will any party be liable for any untrue statement of a material fact or any supplement omission to state a material fact in the Registration Statement where such statement or amendment thereto has been filedomission, as the case may be, was made in reliance upon, and in conformity with, written information concerning another party furnished by or on behalf of such other party specifically for use in the Registration Statement. (iv) Intermountain will pay all fees and costs associated with the preparation by Intermountain's counsel (and other professional advisors) and the filing of the issuance of any stop order, Registration Statement. Snake River will pay all costs associated with the review and preparation by Snake River's counsel of the suspension Registration Statement and the Prospectus/Proxy. Snake River will pay the costs associated with the printing and mailing of the qualification of the Acquiror Common Stock issuable Prospectus/Proxy Statement to its stockholders and any other direct costs incurred by it in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationProspectus/Proxy Statement.

Preparation of Registration Statement. The parties hereto (a) As promptly as reasonably practicable following the execution and delivery of this Agreement, Parent shall jointly prepare prepare, with the assistance of the Company, and cause to be filed with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Parent Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. Each of Parent and the Company shall use its reasonable best efforts to cooperate in the preparation of the Registration Statement and the Proxy Statement and any other documents and to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable a proxy statement after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. In addition to Section 5.5(b), each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Promptly after the Registration Statement is declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to the stockholders of Seller who are to vote upon this Agreement Parent. (b) Each of Parent and the Parent Merger Documents in connection with the transactions contemplated hereby Company shall cooperate and mutually agree upon (such agreement not to be part unreasonably conditioned, withheld or delayed) the substance of the Registration Statement, the Proxy Statement and any other documents to be filed by Acquiror with the Commission pursuant to SEC, both preliminary and final, and the 1933 Act schedule for filing thereof. Parent shall provide the Company with copies of any written comments or notices and shall inform the Company of any oral comments or notices that Parent receives from the SEC or its staff with respect to the shares Registration Statement promptly after the receipt of such comments or notices and shall give the Company a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to be issued in connection with the Mergers. When the Registration Statement unreasonably conditioned, withheld or delayed) any post-effective amendment thereto shall become effective, and at all times subsequent response to such effectiveness, up to and including the time of the last stockholder meeting comments with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements any amendment to the Registration Statement filed in response thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller . Each of Parent and the Seller SubsidiaryCompany shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (iA) will comply in all material respects the Registration Statement will, at the time the Registration Statement is filed with the provisions of SEC, at each time at which it is amended and at the 1933 Act and the rules and regulations of time it becomes effective under the Securities and Exchange Commission thereunder and (ii) will not Act, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements contained therein, not misleading or (B) the Proxy Statement will, at the date it is first mailed to the Parent Stockholders and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Parent, on the one hand, and the Company, on the other hand, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement. Acquiror Parent and the Company shall use reasonable best efforts to cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be mailed to the holders of shares of Parent Common Stock, as applicable, in each case, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Parent Organizational Documents. (d) Each of Parent and the Company shall use commercially reasonable efforts to promptly furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent or the Company or their respective Subsidiaries, as applicable, to the SEC or NASDAQ in connection with the Transactions (including any amendment or supplement to the Proxy Statement or the Registration Statement). To the extent not prohibited by Law, Parent will advise Seller the Company, reasonably promptly after it Parent receives notice thereof thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of order or the suspension of the qualification of the Acquiror Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or other document filed with the SEC in connection with the Transactions for additional information. (e) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related thereto, with respect to (i) approval of the Business Combination (as defined in the Parent Certificate of Incorporation), including the Merger, and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations (the “Transaction Proposal”), (ii) approval of the Parent Restated Charter (the “Amendment Proposal”) and each change to the Parent Restated Charter that is required to be separately approved, (iii) to the extent required by the NASDAQ listing rules, approval of the issuance of the Merger Consideration together with the Parent Common Stock (the “NASDAQ Proposal”), (iv) approval and adoption of the Parent Incentive Plan (the “Parent Incentive Plan Proposal”), (v) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, the NASDAQ Proposal and Parent Incentive Plan Proposal, the “Proposals”). Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by Parent’s stockholders at the Special Meeting.

Preparation of Registration Statement. The parties hereto (a) As promptly as practicable following the date hereof, the Company and Acquiror shall jointly prepare prepare, and Acquiror shall file, a registration statement on Form S-4 (the “Registration Statement”) in connection with the registration under the Securities Act of the PubCo Common Stock to be issued under this Agreement (including the Earnout Shares), which Registration Statement will also contain a proxy statement for the purpose of soliciting proxies from Acquiror Shareholders to approve the proposals set forth below at the Acquiror Shareholder Meeting: (i) approval of the Transactions; (ii) approval of the PubCo Charter and PubCo Bylaws; (iii) approval of the issuance of PubCo Common Stock in connection with the Transactions (including pursuant to the consummation of the Subscription Agreements, the PubCo Common Stock and the Earnout Shares) in accordance with this Agreement, in each case to the extent required by the NYSE listing rules; (iv) the adoption of the PubCo Equity Incentive Plan; (v) the adoption of the PubCo Employee Stock Purchase Plan; and (vi) approval of any other proposals reasonably necessary or appropriate to consummate the Transactions (collectively, the “Proposals” and the proxy statement containing the Proposals, the “Proxy Statement”). Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror Shareholders at the Acquiror Shareholder Meeting. (b) Each of Acquiror and the Company shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to file the registration statement as promptly as practicable a proxy statement to be mailed to after the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby date hereof and to be part of have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to be filed by keep the Registration Statement effective as long as is necessary to consummate the Transactions. Acquiror shall provide the Company with copies of any written comments, and shall inform the Commission pursuant to Company of any oral comments, that Acquiror receives from the 1933 Act SEC or its staff with respect to the shares Registration Statement promptly after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Each of Acquiror and the Company shall cooperate and mutually agree upon (such agreement not to be issued unreasonably conditioned, withheld or delayed), any response to such comments with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. If Acquiror or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other party and (ii) Acquiror, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) an amendment or supplement to the Registration Statement. (c) Each of Acquiror and the Company shall use commercially reasonable efforts to promptly furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors, managers, members and shareholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Mergers. When Proxy Statement, the Registration Statement or any post-effective other statement, filing, notice or application made by or on behalf of Acquiror or the Company or their respective Subsidiaries, as applicable, with the SEC or NYSE in connection with the Transactions (including any amendment thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect or supplement to the transactions contemplated hereby, such Proxy Statement or the Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleadingStatement). Acquiror will advise Seller the Company, promptly after it Acquiror receives notice thereof thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of order or the suspension of the qualification of the Acquiror PubCo Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the Commission SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or other document filed with the SEC in connection with the Transactions for additional information. (d) Without limiting the generality of ‎Section 7.02(c), the Company shall use commercially reasonable efforts to furnish to Acquiror for inclusion in the Proxy Statement and the Registration Statement: (i) audited consolidated financial statements of the Company and its Subsidiaries as of and for the years ended December 31, 2018, 2019 and 2020, prepared in accordance with GAAP and Regulation S-X of the Exchange Act and audited by the Company’s independent auditor in accordance with PCAOB auditing standards; (ii) other financial statements, reports and information with respect to the Company and its Subsidiaries that may be required to be included in the Registration Statement and Proxy Statement under the rules of the SEC and (iii) auditor’s reports and consents to use such financial statements and reports in the Registration Statement. (e) Acquiror shall use commercially reasonable efforts to obtain all necessary state Securities Law or “blue sky” permits and approvals required to carry out the Transactions, and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action.

Preparation of Registration Statement. The parties hereto (a) If the Wire Business Transaction is not consummated on or before the Target Closing Date, Buyer shall jointly prepare as promptly as practicable a proxy registration statement to be mailed to on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the stockholders “S-4 Registration Statement”), with the assistance of Seller who are to vote upon this Agreement and the Parent Merger Documents Seller, in connection with the transactions contemplated hereby registration under the Securities Act of the offering, sale and delivery of Buyer Common Stock to be issued in as part of the transactions contemplated by this Agreement. Buyer and Seller shall use commercially reasonable efforts to effect such filing with the SEC pursuant to the registration provisions of the Securities Act promptly after the Target Closing Date and after receipt of the Seller SEC Financial Statements from Accountant, but in no event later than 10 Business Days following such receipt; provided, however, that neither party shall be compelled by such undertaking to make any concession to any Governmental Entity that it in good faith regards as inappropriate. Buyer and Seller shall use commercially reasonable efforts to have the S-4 Registration Statement become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of the Alternative Upfront Consideration. Buyer will use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the S-4 Registration Statement and, if such an order is issued, will use its commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible time. (b) If the Alternative Upfront Consideration is not issued at the Closing, Buyer shall prepare and file promptly with the SEC after the Closing Date and the receipt of the Seller SEC Financial Statements a registration statement on Form S-3 under the Securities Act (the “S-3 Registration Statement” and, together with the S-4 Registration Statement, the “Registration Statement”) for the resale by the Seller and the Seller Shareholders of the Shares, provided that, notwithstanding anything else to the contrary contained herein, Buyer shall file the S-3 Registration Statement no later than the tenth Business Day following the filing of the Buyer Form 8-K, or amendment thereto, with the SEC pursuant to Section 7.18 below, which includes the SEC Financial Statements. Buyer and Seller shall use commercially reasonable efforts to have the S-3 Registration Statement become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of the Shares. Buyer will use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the S-3 Registration Statement and, if such an order is issued, will use its commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible time. Buyer will file all reports required to be filed by Acquiror Buyer with the Commission SEC in a timely manner so as to preserve its eligibility for the use of Form S-3, and Buyer shall cause the S-3 Registration Statement to remain effective until the earlier of such date that Seller and each of the Seller Shareholders are eligible to sell the Shares pursuant to Rule 144 under the 1933 Securities Act with respect without limitation as to volume or such date that all of the shares to be issued Shares have been sold. (c) The information supplied by each Party for inclusion in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto shall become not, at the time the Registration Statement is declared effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. Acquiror If, at any time prior to the date on which the Registration Statement becomes effective, any event or circumstance relating to a Party or any of its Affiliates, or to their respective officers or directors, should be discovered by such Party that should be set forth in an amendment to the Registration Statement, such Party shall promptly inform the other and prepare and assist Buyer in the filing of such amendment, subject to Section 7.12(d) below. All documents that Buyer is responsible for filing with the SEC in connection with the transactions contemplated hereby shall comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) Buyer shall permit Seller and Seller’s counsel to review the Registration Statement and all amendments and supplements thereto a reasonable amount of time prior to their filing with the SEC, and will not file any of the foregoing without the approval of Seller, which approval shall not be unreasonably withheld or delayed. Buyer shall advise Seller promptly after it receives notice thereof upon the occurrence of any of the time when following: (i) effectiveness of the Registration Statement has become effective or any supplement or Statement; (ii) the filing of an amendment thereto has been filed, of to the Registration Statement; (iii) the issuance of any stop order, order suspending the effectiveness of the Registration Statement; (iv) the suspension of the qualification of the Acquiror Buyer Common Stock issuable in connection with the Merger transactions contemplated herein for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of ; (v) any request by the Commission staff of the SEC for an amendment of the Registration Statement; and (vi) the receipt of comments from the staff of the SEC on the Registration Statement or any amendment thereto or supplement any request by the staff of the SEC for additional information with respect to any of the foregoing. Buyer shall promptly provide to Seller copies of all correspondence between Buyer or any of its representatives and advisors, on the one hand, and the SEC, on the other hand, in connection with the Registration Statement and the transactions contemplated hereby. (e) Buyer shall bear the fees and expenses incurred in connection with the filings and registrations contemplated by this Section 7.11; provided, however, that Buyer shall not be responsible for fees and expenses relating to (i) the Accountant’s audit or (ii) the review by Seller, Seller’s counsel or the Accountant, as the case may be, of Seller’s SEC Financial Statements or relating to the foregoing parties’ review of the Registration Statement or for additional informationany amendments thereto.

Preparation of Registration Statement. The (i) A Registration Statement on Form S-4 (together with any amendments or supplements, the “Registration Statement”) will be filed by Columbia with the SEC under the Securities Act for registration of the shares of Columbia Common Stock to be issued as the stock portion of the Merger Consideration, and the parties hereto shall jointly will prepare as promptly as practicable a related prospectus/proxy statement (“Prospectus/Proxy Statement”) to be mailed together with any amendments and supplements to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents MBHC’s shareholders. (ii) The parties will cooperate with each other in connection with the transactions contemplated hereby and to be part of preparing the Registration Statement to be filed by Acquiror and Prospectus/Proxy Statement, and will use their best efforts to: (1) file the Registration Statement with the Commission pursuant SEC within 45 days following the date on which this Agreement is executed, and (2) obtain the clearance of the SEC, any appropriate state securities regulators and any other required regulatory approvals, to distribute the 1933 Act Prospectus/Proxy Statement. (iii) Nothing will be included in the Registration Statement or the Prospectus/Proxy Statement or any proxy solicitation materials with respect to the shares any party to this Agreement unless approved by that party, which approval will not be issued in connection with the Mergersunreasonably withheld. When the Registration Statement or any post-effective amendment thereto shall become becomes effective, and at all times subsequent to such effectiveness, effectiveness (up to and including the time date of the last stockholder meeting with respect to the transactions contemplated herebyMBHC Meeting (defined in Section 4.2.2(ii))), such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished in the Registration Statement that is or is to be furnished by Acquiror and Acquiror Sub or on behalf of Columbia relating to Acquiror and Acquiror Sub Columbia and by Seller and Seller Subsidiary or on behalf of MBHC relating to Seller and the Seller SubsidiaryMBHC, (i1) will comply in all material respects with the provisions of the 1933 Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder any other applicable statutory or regulatory requirements, and (ii2) will not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when in the Registration Statement has become effective not misleading; provided, however, that in no event will any party be liable for any untrue statement of a material fact or any supplement omission to state a material fact in the Registration Statement where such statement or amendment thereto has been filedomission, as the case may be, was made in reliance upon, and in conformity with, written information concerning another party furnished by or on behalf of such other party specifically for use in the Registration Statement. (iv) Columbia will pay all costs associated with the preparation by Columbia’s counsel (and other professional advisors) and the filing of the issuance of any stop order, Registration Statement. MBHC will pay all costs associated with the review and preparation by MBHC’s counsel (and other professional advisors) of the suspension Registration Statement and the Prospectus/Proxy Statement. MBHC will pay the costs associated with the printing and mailing of the qualification of the Acquiror Common Stock issuable Prospectus/Proxy Statement to its shareholders and any other direct costs incurred by it in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationProspectus/Proxy Statement.

Preparation of Registration Statement. The parties hereto (a) As promptly as practicable following the execution and delivery of this Agreement, TSIA shall jointly prepare prepare, with the assistance of the Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the TSIA Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. Each of TSIA and the Company shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable a proxy statement after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. TSIA and the Company shall share equally in payment of all filing fees in connection with the preparation, filing and mailing of the Registration Statement and Proxy Statement. Each of TSIA and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Promptly after the Registration Statement is declared effective under the Securities Act, TSIA will cause the Proxy Statement to be mailed to the stockholders of Seller who are TSIA. (b) Each of TSIA and the Company shall cooperate and mutually agree upon (such agreement not to vote be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. If TSIA or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) TSIA, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement. TSIA and the Company shall use reasonable best efforts to cause the Registration Statement as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of TSIA Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part TSIA Organizational Documents. Each of the Registration Statement to be filed by Acquiror Company and TSIA shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that TSIA receives from the Commission pursuant to the 1933 Act SEC or its staff with respect to the shares to be issued in connection with the Mergers. When the Registration Statement promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or any post-effective amendment thereto shall become effective, and at all times subsequent oral responses to such effectiveness, up comments prior to and including the time of the last stockholder meeting with respect responding to the transactions contemplated hereby, such Registration SEC or its staff. (c) TSIA agrees to include provisions in the Proxy Statement and all amendments or supplements to take reasonable action related thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions approval of the 1933 Act Business Combination (as defined in the TSIA Certificate of Incorporation) and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations of (the Securities and Exchange Commission thereunder and “Transaction Proposal”), (ii) will not contain any untrue statement approval of a material fact or omit the TSIA A&R Charter (the “Amendment Proposal”) and each change to state a material fact the TSIA A&R Charter that is required to be stated therein or necessary separately approved, (iii) to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of extent required by the time when the Registration Statement has become effective or any supplement or amendment thereto has been filedNASDAQ listing rules, approval of the issuance of any stop orderthe Aggregate Merger Consideration together with the TSIA Common Stock pursuant to the Subscription Agreements (the “NASDAQ Proposal”), (iv) the approval and adoption of the suspension TSIA Incentive Plan (the “TSIA Incentive Plan Proposal”), (v) adjournment of the qualification Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Acquiror Common Stock issuable foregoing proposals and (vi) approval of any other proposals reasonably agreed by TSIA and the Company to be necessary or appropriate in connection with the Merger for offering or sale in any jurisdictiontransaction contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, the NASDAQ Proposal and the TSIA Incentive Plan Proposal, the “Proposals”). Without the prior written consent of the initiation or threat of any proceeding for any such purposeCompany, or of any request the Proposals shall be the only matters (other than procedural matters) which TSIA shall propose to be acted on by TSIA’s stockholders at the Commission for the amendment or supplement of the Registration Statement or for additional informationSpecial Meeting.

Preparation of Registration Statement. The (i) A Registration Statement on Form S-4 (together with any amendments or supplements, the “Registration Statement”) will be filed by Columbia with the SEC under the Securities Act for registration of the shares of Columbia Common Stock to be issued as the Total Stock Consideration, and the parties hereto shall jointly will prepare as promptly as practicable a related prospectus/proxy statement (“Prospectus/Proxy Statement”) to be mailed together with any amendments and supplements to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents TCB’s stockholders. (ii) The parties will cooperate with each other in connection with the transactions contemplated hereby and to be part of preparing the Registration Statement to be filed by Acquiror and Prospectus/Proxy Statement, and will use their best efforts to: (1) file the Registration Statement with the Commission pursuant SEC within 45 days following the date on which this Agreement is executed, and (2) obtain the clearance of the SEC, any appropriate state securities regulators and any other required regulatory approvals, to issue the 1933 Act Prospectus/Proxy Statement. (iii) Nothing will be included in the Registration Statement or the Prospectus/Proxy Statement or any proxy solicitation materials with respect to the shares any party to this Agreement unless approved by that party, which approval will not be issued in connection with the Mergersunreasonably withheld. When the Registration Statement or any post-effective amendment thereto shall become becomes effective, and at all times subsequent to such effectiveness, effectiveness (up to and including the time date of the last stockholder meeting with respect to the transactions contemplated herebyTCB Meeting (defined in Section 4.2.2(ii))), such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished in the Registration Statement that is or to be furnished by Acquiror and Acquiror Sub or on behalf of Columbia relating to Acquiror and Acquiror Sub Columbia and by Seller and Seller Subsidiary or on behalf of TCB relating to Seller and the Seller SubsidiaryTCB, (i1) will comply in all material respects with the provisions of the 1933 Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder any other applicable statutory or regulatory requirements, and (ii2) will not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when in the Registration Statement has become effective not misleading; provided, however, that in no event will any party be liable for any untrue statement of a material fact or any supplement omission to state a material fact in the Registration Statement where such statement or amendment thereto has been filedomission, as the case may be, was made in reliance upon, and in conformity with, written information concerning another party furnished by or on behalf of such other party specifically for use in the Registration Statement. (iv) Columbia will pay all costs associated with the preparation by Columbia’s counsel (and other professional advisors) and the filing of the issuance of any stop order, Registration Statement. TCB will pay all costs associated with the review and preparation by TCB’s counsel (and other professional advisors) of the suspension Registration Statement and the Prospectus/Proxy. TCB will pay the costs associated with the printing and mailing of the qualification of the Acquiror Common Stock issuable Prospectus/Proxy Statement to its stockholders and any other direct costs incurred by it in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationProspectus/Proxy Statement.

Preparation of Registration Statement. The parties hereto (a) As promptly as practicable following the execution and delivery of this Agreement, Parent shall jointly prepare prepare, with the assistance of the Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement and the Consent Solicitation Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Parent Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement and the Consent Solicitation Statement. Each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement, the Proxy Statement and the Consent Solicitation Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable a proxy statement after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement, the Proxy Statement and the Consent Solicitation Statement. Promptly after the Registration Statement has been declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to the stockholders of Seller who are Parent. (b) Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to vote be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Parent, on the one hand, and the Company, on the other hand, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement. Parent and the Company shall use reasonable best efforts to cause the Registration Statement as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Parent Common Stock, as applicable, in each case, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part Organizational Documents. Each of the Registration Statement to be filed by Acquiror Company and Parent shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that Parent receives from the Commission pursuant to the 1933 Act SEC or its staff with respect to the shares to be issued in connection with the Mergers. When the Registration Statement promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or any post-effective amendment thereto shall become effective, and at all times subsequent oral responses to such effectiveness, up comments prior to and including the time of the last stockholder meeting with respect responding to the transactions contemplated hereby, such Registration SEC or its staff. (c) Parent agrees to include provisions in the Proxy Statement and all amendments or supplements to take reasonable action related thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions approval of the 1933 Act Business Combination (as defined in the Parent Certificate of Incorporation), including the Merger, and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations of (the Securities and Exchange Commission thereunder and “Transaction Proposal”), (ii) will not contain any untrue statement approval of a material fact or omit the Parent Restated Charter (the “Amendment Proposal”) and each change to state a material fact the Parent Restated Charter that is required to be stated therein or necessary separately approved, (iii) to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of extent required by the time when the Registration Statement has become effective or any supplement or amendment thereto has been filedNASDAQ listing rules, approval of the issuance of any stop orderthe Aggregate Merger Consideration together with the Parent Common Stock pursuant to the Subscription Agreements (the “NASDAQ Proposal”), (iv) the approval and adoption of the suspension Parent Incentive Plan and Parent ESPP (the “Parent Incentive Plan Proposal”), (v) adjournment of the qualification Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Acquiror Common Stock issuable foregoing proposals and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the Merger for offering or sale in any jurisdictiontransaction contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, the NASDAQ Proposal and the Parent Incentive Plan Proposal, the “Proposals”). Without the prior written consent of the initiation or threat of any proceeding for any such purposeCompany, or of any request the Proposals shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by Parent’s stockholders at the Commission for the amendment or supplement of the Registration Statement or for additional informationSpecial Meeting.

Preparation of Registration Statement. The parties hereto (a) As promptly as practicable after the execution of this Agreement, GSR III and the Terra Entities shall jointly prepare as promptly as practicable a and file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed by GSR III with the SEC as part of the registration statement (including such proxy statement, the “Registration Statement”) and sent to the GSR III Shareholders relating to the GSR III Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”. Each of GSR III and the Terra Entities shall use its reasonable best efforts to cause the Registration Statement to comply with the rules and regulations promulgated by the SEC, and to obtain all necessary state securities law or “Blue Sky” permits and other required approvals required to carry out the transactions contemplated hereby. Each of GSR III and the Terra Entities agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of GSR III, the Terra Entities or their respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Solicitation Documents”). GSR III and the Terra Entities shall cooperate in responding to all SEC comments and causing the SEC to declare the Registration Statement effective. As soon as possible after the Registration Statement is declared effective, GSR III will cause the Proxy Statement to be mailed to the stockholders GSR III Shareholders in each case promptly in compliance with applicable Law. (b) To the extent not prohibited by Law, each of Seller who are to vote upon this Agreement GSR III and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror Terra Entities will advise Seller the other parties, as promptly as practicable after it such party receives notice thereof of such time, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of order or the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger GSR III Ordinary Share for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the Commission SEC for the amendment or supplement of the Registration Statement or for additional information. To the extent not prohibited by Law, each of GSR III and the Terra Entities and their counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and any Solicitation Document each time before any such document is filed with the SEC by GSR III or GSR III, and each shall give reasonable and good faith consideration to any comments made by the other parties and their counsel. To the extent not prohibited by Law, each of GSR III and the Terra Entities shall provide the other parties and their counsel with (i) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement or Solicitation Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of such party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the other parties or their counsel in any discussions or meetings with the SEC. (c) Each of GSR III and the Terra Entities shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the GSR III Shareholders and at the time of the GSR III Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements made in the Registration Statement, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, GSR III and the Terra Entities make no representation, warranty or covenant with respect to (i) statements made or incorporated by reference in the Registration Statement based on information supplied by the other party for inclusion or incorporation by reference in the Registration Statement or (ii) any projections or forecasts included in the Registration Statement. (d) If at any time prior to the Closing any information relating to GSR III, the Terra Entities or any of their respective Subsidiaries, Affiliates, directors, managers or officers is discovered by GSR III or the Terra Entities, which is required to be set forth in an amendment or supplement to the Registration Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements made in such document, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the GSR III Shareholders.

Preparation of Registration Statement. The parties hereto (a) As promptly as practicable following the execution and delivery of this Agreement, Parent shall jointly prepare prepare, with the assistance of the Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Parent Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. Each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable a proxy statement after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. In addition to Section 5.5(b), each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Promptly after the Registration Statement is declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to the stockholders of Seller who are Parent. (b) Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to vote be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Parent, on the one hand, and the Company, on the other hand, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement. Parent and the Company shall use reasonable best efforts to cause the Registration Statement as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Parent Common Stock, as applicable, in each case, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part Organizational Documents. Each of the Registration Statement to be filed by Acquiror Company and Parent shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that Parent receives from the Commission pursuant to the 1933 Act SEC or its staff with respect to the shares to be issued in connection with the Mergers. When the Registration Statement promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or any post-effective amendment thereto shall become effective, and at all times subsequent oral responses to such effectiveness, up comments prior to and including the time of the last stockholder meeting with respect responding to the transactions contemplated hereby, such Registration SEC or its staff. (c) Parent agrees to include provisions in the Proxy Statement and all amendments or supplements to take reasonable action related thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions approval of the 1933 Act Business Combination (as defined in the Parent Certificate of Incorporation), including the Merger, and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations of (the Securities and Exchange Commission thereunder and “Transaction Proposal”), (ii) will not contain any untrue statement approval of a material fact or omit the Parent Restated Charter (the “Amendment Proposal”) and each change to state a material fact the Parent Restated Charter that is required to be stated therein or necessary separately approved, (iii) to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of extent required by the time when the Registration Statement has become effective or any supplement or amendment thereto has been filedNASDAQ listing rules, approval of the issuance of any stop orderthe Aggregate Merger Consideration together with the Parent Common Stock pursuant to the Subscription Agreements (the “NASDAQ Proposal”), (iv) the approval and adoption of the suspension Parent Incentive Plan and Parent ESPP (the “Parent Incentive Plan Proposal”), (v) adjournment of the qualification Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Acquiror Common Stock issuable foregoing proposals and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the Merger for offering or sale in any jurisdictiontransaction contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, the NASDAQ Proposal and the Parent Incentive Plan Proposal, the “Proposals”). Without the prior written consent of the initiation or threat of any proceeding for any such purposeCompany, or of any request the Proposals shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by Parent’s stockholders at the Commission for the amendment or supplement of the Registration Statement or for additional informationSpecial Meeting.

Preparation of Registration Statement. The parties hereto shall jointly prepare as (a) As promptly as practicable following the date hereof, the Company and Acies shall jointly prepare, and Acies shall file, a proxy registration statement to be mailed to on Form S-4 (the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents “Registration Statement”) in connection with the transactions contemplated hereby and registration under the Securities Act of the PubCo Common Stock to be part issued under this Agreement (including the Earnout Shares), which Registration Statement will also contain a proxy statement for the purpose of soliciting proxies from Acies Shareholders to approve the proposals set forth below at the Acies EGM of the holders of Acies Class A Ordinary Shares: (i) approval of the Transactions; (ii) approval of the Domestication; (iii) approval of the PubCo Charter and PubCo Bylaws; (iv) approval of the issuance of PubCo Common Stock in connection with the Transactions (including pursuant to the consummation of the Subscription Agreements, the PubCo Class B Common Stock and the Earnout Shares) in accordance with this Agreement, in each case to the extent required by the Nasdaq listing rules; (v) the adoption of the PubCo Equity Incentive Plan; (vi) the adoption of the PubCo Employee Stock Purchase Plan; and (vii) approval of any other proposals reasonably necessary or appropriate to consummate the Transactions (collectively, the “Proposals” and the proxy statement containing the Proposals, the “Proxy Statement”). Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Acies shall propose to be acted on by Acies’ shareholders at the Acies EGM. (b) Each of Acies and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement, to cause the Registration Statement and the Proxy Statement to be filed by Acquiror comply with the Commission pursuant rules and regulations promulgated by the SEC, to have the 1933 Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Acies shall provide the Company with copies of any written comments and shall inform the Company of any oral comments that Acies receives from the SEC or its staff with respect to the shares Registration Statement promptly after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Each of Acies and the Company shall cooperate and mutually agree upon (such agreement not to be issued in connection with the Mergers. When the Registration Statement unreasonably conditioned, withheld or delayed), any post-effective amendment thereto shall become effective, and at all times subsequent response to such effectiveness, up to and including the time of the last stockholder meeting comments with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements any amendment to the Registration Statement filed in response thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller . Each of Acies and the Seller SubsidiaryCompany shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (iA) will comply in all material respects the Registration Statement will, at the time the Registration Statement is filed with the provisions of SEC, at each time at which it is amended and at the 1933 Act and the rules and regulations of time it becomes effective under the Securities and Exchange Commission thereunder and (ii) will not Act, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements contained therein, not misleading or (B) the Proxy Statement will, at the date it is first mailed to the Acies Shareholders and at the time of the Acies EGM, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Acquiror If Acies or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other party and (ii) Acies, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) an amendment or supplement to the Registration Statement. Acies and the Company shall use commercially reasonable efforts to cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and, to the extent required by Law, the Proxy Statement to be disseminated to the Acies Shareholders. (c) Each of Acies and the Company shall use commercially reasonable efforts to promptly furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Acies or the Company or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Transactions (including any amendment or supplement to the Proxy Statement or the Registration Statement). To the extent not prohibited by Law, Acies will advise Seller the Company, reasonably promptly after it Acies receives notice thereof thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of order or the suspension of the qualification of the Acquiror PubCo Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the Commission SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or other document filed with the SEC in connection with the Transactions for additional information. (d) Without limiting the generality of ‎Section 8.02(c), the Company shall use commercially reasonable efforts to promptly furnish to Acies for inclusion in the Proxy Statement and the Registration Statement: (i) audited consolidated financial statements of the Company and its Subsidiaries as of and for the years ended December 31, 2018 and 2019 and, for inclusion in any filing of the Proxy Statement and the Registration Statement made after February 16, 2021, the year ended December 31, 2020, prepared in accordance with, and comply with in all material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the rules and regulation of the SEC, the Exchange Act and the Securities Act applicable to a registrant and audited by the Company’s independent auditor in accordance with PCAOB auditing standards; (ii) unaudited condensed consolidated financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2020 and September 30, 2019 prepared in accordance with, and comply with in all material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the rules and regulation of the SEC, the Exchange Act and the Securities Act applicable to a registrant and reviewed by the Company’s independent auditor in accordance with PCAOB Auditing Standard 4105; (iii) other financial statements, reports and information with respect to the Company and its Subsidiaries that may be required to be included in the Registration Statement and Proxy Statement under the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant and (iv) auditor’s reports and consents to use such financial statements and reports in the Registration Statement. (e) Acies shall use commercially reasonable efforts to obtain all necessary state Securities Law or “blue sky” permits and approvals required to carry out the Transactions, and the Company shall promptly furnish all information concerning the Company Group and any of their respective members or stockholders as may be reasonably requested in connection with any such action.

Preparation of Registration Statement. The parties hereto shall (a) GBCI and GNTY will use their commercially reasonable efforts to jointly prepare as promptly as practicable and jointly file a Registration Statement on Form S-4 (together with any amendments or supplements, the “Registration Statement”) and related proxy statement to be mailed to statement/prospectus (the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection “Proxy Statement/Prospectus”) with the transactions contemplated hereby and to be part SEC within 60 days after the Execution Date for registration of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares GBCI Shares to be issued in connection the Merger and solicitation of proxies for the GNTY Meeting. (b) The parties will cooperate with each other in preparing the Registration Statement and Proxy Statement/Prospectus, and will use their commercially reasonable efforts to promptly obtain the clearance of the SEC and, if required, any appropriate state securities regulators and any other required regulatory approvals, to issue the Proxy Statement/Prospectus. (c) GNTY and GBCI will each provide to the other, for inclusion in the Registration Statement, all required information relating to such Person or its Affiliates as the Person making such filing may reasonably request for the purpose of including such data and information in the Registration Statement and any amendments or supplements thereto. GNTY and its counsel shall be given the opportunity to review and comment on the Registration Statement, including any amendments thereto and related correspondence with the MergersSEC, before it is filed with the SEC. Nothing will be included in the Registration Statement, or the Proxy Statement/Prospectus, or any additional proxy solicitation materials with respect to any party to this Agreement unless approved by that party, which approval will not be unreasonably withheld, conditioned, or delayed. When the Registration Statement or any post-effective amendment thereto shall become becomes effective, and at all times subsequent to such effectiveness, effectiveness (up to and including the time date of the last stockholder meeting with respect to the transactions contemplated herebyGNTY Meeting), such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished in the Registration Statement that is or to be furnished by Acquiror and Acquiror Sub or on behalf of GBCI relating to Acquiror GBCI and Acquiror Sub its Subsidiaries and by Seller and Seller Subsidiary or on behalf of GNTY relating to Seller GNTY and the Seller SubsidiaryBank, (i) will comply in all material respects with the provisions of the 1933 Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder any other applicable statutory or regulatory requirements, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when in the Registration Statement has become effective not misleading; provided, however, that in no event will any party be liable for any untrue statement of a material fact or any supplement omission to state a material fact in the Registration Statement where such statement or amendment thereto has been filedomission, as the case may be, was made in reliance upon, and in conformity with, written information concerning another party furnished by or on behalf of such other party specifically for use in the Registration Statement. (d) GBCI will pay all fees and costs associated with the preparation by GBCI’s counsel (and other professional advisors) and the filing of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection Registration Statement. GNTY will pay all fees and costs associated with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement its review and preparation of the Registration Statement or for additional informationand printing and mailing of the Proxy Statement/Prospectus and the holding of the GNTY Meeting, with all such fees and costs to be included as and in the calculation of Transaction Related Expenses.

Preparation of Registration Statement. The parties hereto shall jointly prepare as (i) As promptly as practicable after the Signing Date, the Parties shall prepare, and Perception shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Registration Statement”), which Registration Statement will also contain a notice of extraordinary general meeting and proxy statement (as amended, the “Proxy Statement”), relating to the Perception Shareholders’ Meeting to approve and adopt: (a) this Agreement, the Ancillary Documents, and the Business Combination, (b) the adoption and approval of the A&R Articles of Perception, (c) change the name of Perception to such name as mutually agreed to by the parties, (d) such other matters as the Parties shall collectively determine to be mailed necessary or appropriate in order to effect the stockholders of Seller who are to vote upon this Agreement Business Combination and the Parent Merger Documents in connection with the other transactions contemplated hereby and by this Agreement, the Ancillary Documents or as may be required by applicable law, (e) any other proposals as the SEC (or staff member) may indicate are necessary in its comments to be part of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto shall become effectivecorrespondence, and at all times subsequent (f) the adjournment of Perception Shareholders’ Meeting, if necessary or desirable in the reasonable determination of Perception (the proposals described in foregoing clauses (a) through (f), collectively, the “Transaction Proposals”). (ii) The Parties shall each use its commercially reasonable efforts to such effectiveness, up to and including (a) cause the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, when filed each with respect the SEC to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act all Laws applicable t and the rules and regulations of promulgated by the Securities SEC, (b) respond as promptly as reasonably practicable to and Exchange Commission thereunder and resolve all comments received from the SEC concerning the Registration Statement, (iic) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when cause the Registration Statement has become to be declared effective under the Securities Act as promptly as practicable and (d) keep the Registration Statement effective as long as is necessary to consummate the Business Combination. Before the effective date of the Registration Statement, the Parties shall take all or any supplement action required under any applicable federal or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable state securities Laws in connection with the Merger for offering or sale in any jurisdiction, issuance of Perception Class A Ordinary Shares pursuant to this Agreement. Each of the initiation Parties also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or threat “Blue Sky” permits and approvals required to carry out the Business Combination, and BGHL and Perception shall furnish all information concerning BGHL and its Subsidiaries (in the case of BGHL) or Perception (in the case of Perception) and any proceeding for of their respective members or shareholders as may be reasonably requested in connection with any such purpose, or of any request by the Commission for the amendment or supplement action. As promptly as practicable after finalization and effectiveness of the Registration Statement, Perception shall mail (or cause to be mailed) the Registration Statement to the Perception Shareholders. Each of the Parties shall furnish to the other Parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or for additional informationadvisable or as may be reasonably requested in connection with the Registration Statement, or any other statement, filing, notice or application made by or on behalf of the Parties or their respective Affiliates to any regulatory authority in connection with the Business Combination.

Preparation of Registration Statement. The parties hereto (a) As promptly as practicable following the execution and delivery of this Agreement, Parent shall jointly prepare prepare, with the assistance of the Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Parent Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. Each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable a proxy statement after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. In addition to Section 5.5(b), each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Promptly after the Registration Statement is declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to Parent Stockholders. (b) Each of Parent and the stockholders Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of Seller who are the SEC or its staff with respect to vote the Registration Statement and any amendment to the Registration Statement filed in response thereto. If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Parent, on the one hand, and the Company, on the other hand, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement. Parent and the Company shall use reasonable best efforts to cause the Registration Statement as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Parent Common Stock, as applicable, in each case, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part Organizational Documents. Each of the Registration Statement to be filed by Acquiror Company and Parent shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that Parent receives from the Commission pursuant to the 1933 Act SEC or its staff with respect to the shares to be issued in connection with the Mergers. When the Registration Statement promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or any post-effective amendment thereto shall become effective, and at all times subsequent oral responses to such effectiveness, up comments prior to and including the time of the last stockholder meeting with respect responding to the transactions contemplated hereby, such Registration SEC or its staff. (c) Parent agrees to include provisions in the Proxy Statement and all amendments or supplements to take reasonable action related thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions approval of the 1933 Act Business Combination (as defined in the Parent Certificate of Incorporation), including the Merger, and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations of (the Securities and Exchange Commission thereunder and “Transaction Proposal”), (ii) will not contain any untrue statement approval of a material fact or omit the Parent Restated Charter (the “Amendment Proposal”) and each change to state a material fact the Parent Restated Charter that is required to be stated therein or necessary separately approved, (iii) to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of extent required by the time when the Registration Statement has become effective or any supplement or amendment thereto has been filedNASDAQ listing rules, approval of the issuance of any stop orderthe Aggregate Merger Consideration together with the Parent Common Stock pursuant to the Subscription Agreements (the “NASDAQ Proposal”), (iv) the approval and adoption of the suspension Parent Incentive Plan and Parent ESPP (the “Parent Incentive Plan Proposal”), (v) adjournment of the qualification Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Acquiror Common Stock issuable foregoing proposals and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the Merger for offering or sale in any jurisdictiontransaction contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, the NASDAQ Proposal and the Parent Incentive Plan Proposal, the “Proposals”). Without the prior written consent of the initiation or threat of any proceeding for any such purposeCompany, or of any request the Proposals shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by Parent Stockholders at the Commission for the amendment or supplement of the Registration Statement or for additional informationSpecial Meeting.