Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For (a) Reasonably promptly after the purposes (x) of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection date hereof, but consistent with the Merger requirements set forth in the Mergers Agreement, the Company shall prepare and file with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholderson Form S-4 (which could be a joint proxy statement/prospectus) for a special meeting of its stockholders (as amended or supplemented, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-/Prospectus”). FNFG The Company shall file the Merger Registration Statement, including include in the Proxy Statement-Prospectus/Prospectus a solicitation relating to the approval, for purposes of Article Eighth of the Company’s Amended and Restated Certificate of Incorporation, of the issuance of the Purchased Shares to Purchaser (the “Stock Issuance Approval”) and, if the Company decides to do so, the approvals required by Sections 4.02(a) and 5.02(a) of the Mergers Agreement (the “Merger Approvals” and together with the SECStock Issuance Approval, the “Stockholder Approvals”). Each of FNFG Purchaser and HNC its Affiliates shall use their best efforts promptly furnish to have the Merger Registration Statement declared effective under the Securities Act Company such information regarding Purchaser and its Affiliates as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail be required to be included in the Proxy Statement-/Prospectus pursuant to the HNC shareholdersExchange Act. FNFG shall also use its best efforts Prior to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of filing the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-/Prospectus and of any requests by the SEC for or any amendment or supplement thereto or for additional information and thereto, the Company shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the Purchaser with reasonable opportunity to review and comment on such proposed filing solely with respect to the Proxy Statement-Prospectus Stockholder Approval and any information relating to Purchaser, its Affiliates or any of its designees to the Board of Directors of the Company. If at any time prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements Closing Date, any information should be discovered by any party hereto that should be set forth in an amendment or supplement to the Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware so that the Proxy Statement-/Prospectus or the Merger Registration Statement contains would not include any untrue statement misstatement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. In , the party that discovers such eventinformation shall promptly notify the other parties hereto and, HNC to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall cooperate be promptly filed by the Company with FNFG in the preparation SEC and, to the extent required by applicable Law, disseminated by the Company to the stockholders of a supplement the Company. (b) The Company shall promptly notify Purchaser of the receipt of any comments from the SEC or amendment the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to such the Proxy Statement-/Prospectus that corrects such misstatement or omissionfor additional information and shall supply Purchaser with copies of all correspondence between it or any of its representatives, on the one hand, and FNFG shall file an amended Merger Registration Statement with the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus. The Purchaser shall promptly notify the Company of the receipt of any comments from the SEC or the staff of the SEC and HNC of any request by the SEC or the staff of the SEC for amendments or supplements to the Purchaser Proxy Statement/Prospectus or for additional information and shall supply Purchaser with copies of all 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 Purchaser Proxy Statement/Prospectus. (c) The Company shall mail an amended the Proxy Statement-/Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from holders of its independent certified public accountant, dated as of Common Stock in accordance with customary practice after the date SEC’s review of the Proxy Statement-/Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Mergercompleted.

Proxy Statement/Prospectus. 8.2.1. For (a) Parent and the purposes (x) of registering FNFG Common Stock Company shall cooperate in preparing and each shall cause to be offered filed with the SEC, as promptly as reasonably practicable following the date hereof, mutually acceptable proxy materials which shall constitute the Proxy Statement-Prospectus relating to holders the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of HNC Parent Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Merger. The Proxy Statement-Prospectus”)Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. FNFG Each of Parent and the Company shall file use its reasonable best efforts to have the Proxy Statement-Prospectus cleared by the SEC and the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement-Prospectus or Registration Statement. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement-Prospectus and the Registration Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement-Prospectus or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or Proxy Statement-Prospectus, this right of approval shall apply only with respect to information relating to the SECother party or its business, financial condition or results of operations. Each of FNFG and HNC shall The Company will use their its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail cause the Proxy Statement-Prospectus to be mailed to the HNC shareholdersCompany's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. FNFG Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement-Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Company. (b) Parent shall also use its best efforts take any action required to obtain all necessary be taken under any applicable state securities law or “Blue Sky” permits and approvals required to carry out laws in connection with the transactions contemplated by this AgreementMerger, and HNC each of the Company and Parent shall furnish all information concerning HNC it and the holders of HNC Company Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC (c) Parent shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and use its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and best efforts to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto shares of Parent Common Stock to be mailed issued in the Merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable timeClosing Date. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For As promptly as practicable following the purposes date hereof, the Parent and the Company shall jointly prepare and file with the SEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy 42 48 statement/prospectus (xsuch proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and the Parent shall prepare and file with the SEC the Form S-4 with respect to the issuance of registering FNFG Common Stock to be offered to holders of HNC Parent Common Stock in connection the Merger in which the Proxy Statement/Prospectus will be included as a prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the Merger with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG the Parent and HNC the Company shall use their best all reasonable efforts to have the Merger Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection filing it with the drafting SEC and preparation of to keep the Proxy Statement-ProspectusForm S-4 effective as long as is necessary to consummate the Merger. The Parties shall promptly provide copies, consult with each other and FNFG shall notify HNC promptly of the receipt of prepare written responses with respect to any written comments of received from the SEC with respect to the Form S-4 and the Proxy Statement-/Prospectus and promptly advise the other party of any requests oral comments received from the SEC. The Parent agrees that none of the information supplied or to be supplied by the SEC Parent for any inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed withthereto, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof time of mailing thereof and at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify time of the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any Stockholders' Meeting, will contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus The Company agrees that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as none of the date of information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement-/Prospectus and updated as each amendment or supplement thereto, at the time of mailing thereof and at the time of the date Stockholders' Meeting, will contain an untrue statement of consummation a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Mergercircumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Parent, Merger Sub and the Parent Stockholders' Meeting will be deemed to have been supplied by the Parent and information concerning or related to the Company and the Company Stockholders' Meeting shall be deemed to have been supplied by the Company. Any opinions regarding the federal income tax consequences of the Merger or other matters set forth in the Form S-4 and the Proxy Statement/Prospectus shall be rendered by (i) Orri▇▇, ▇▇rr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇ with respect to certain financial information matters regarding HNCthe Parent and its stockholders, in form and substance that is customary in transactions such as (ii) Cooley Godward LLP with respect to matters regarding the MergerCompany and its stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Common Stock to be offered to holders of HNC GLB Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC GLB Shareholders Meeting, FNFG shall draft and prepare, and HNC GLB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC GLB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC GLB shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC GLB and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC GLB shareholders. FNFG shall also use its reasonably best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC GLB shall furnish all information concerning HNC GLB and the holders of HNC GLB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC GLB shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC GLB promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC GLB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC GLB and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC GLB and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC GLB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC GLB Common Stock entitled to vote at the HNC GLB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC GLB and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC GLB shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC each of GLB shall mail an amended Proxy Statement-Prospectus to the HNC GLB shareholders. If requested by FNFG, HNC GLB shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNCGLB, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For (i) As promptly as reasonably practicable after the purposes execution of this Agreement, the Company and Parent shall prepare and mutually agree upon and Parent and PubCo shall file with the SEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection with the Merger with the SEC registration under the Securities Act and of the PubCo Ordinary Shares to be issued to all of the Parent Stockholders pursuant to this Agreement, (y) of holding in connection with the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange and the Exchange Actother Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus or correspondence related thereto, (C) any other proposals as determined by Parent and PubCo to be necessary or appropriate in connection with the Transactions contemplated hereby, and (D) adjournment of the Parent Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially reasonable efforts to (1) cause the Proxy Statement/Prospectus when filed with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations thereunder promulgated by the SEC, (such proxy statement/prospectus in 2) respond as promptly as reasonably practicable to and resolve all comments received from the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including SEC concerning the Proxy Statement-/Prospectus, with (3) cause the SEC. Each of FNFG and HNC shall use their best efforts Proxy Statement/Prospectus to have the Merger Registration Statement be declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail (4) keep the Proxy Statement-/Prospectus effective as long as is necessary to consummate the Transactions. Prior to the HNC shareholderseffective date of the Proxy Statement/Prospectus, the Company, Parent and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. FNFG shall Each of the Company, Parent and PubCo also agrees to use its best commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this AgreementTransactions, and HNC the Company and Parent shall furnish all information concerning HNC the Company and its Subsidiaries (in the holders case of HNC Common Stock the Company) or Parent (in the case of Parent) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. 8.2.2. HNC As promptly as practicable after finalization and effectiveness of the Proxy Statement/Prospectus, Parent shall provide FNFG with any mail (or cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, PubCo and the Company shall furnish to the other parties all information concerning itself that FNFG itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably request necessary or advisable or as may be reasonably requested in connection with the drafting Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and preparation the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement-/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and FNFG shall notify HNC promptly the calling and holding of the receipt Parent Stockholder Meeting. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy Statement-/Prospectus and of any requests amendments filed in response thereto. (iii) If, at any time prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by the SEC for any Parent which should be set forth in an amendment or a supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement/Prospectus, a current report of Parent on Form 8-Prospectus and all responses to requests for additional information and replies to comments K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to their being filed withthe Closing, any event or sent tocircumstance relating to an Acquisition Entity, the SEC. Each Company, any of FNFG and HNC agrees its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement/Prospectus, a current report of Parent on Form 8-Prospectus and all required amendments and supplements thereto to be mailed to K or a current report of PubCo on Form 8-K, the holders of HNC Common Stock entitled to vote at Company or PubCo, as the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG case may be, shall promptly notify inform Parent. Thereafter, Parent, PubCo and the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC Company shall promptly cooperate with FNFG in the preparation of a an appropriate amendment or supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus /Prospectus, describing or correcting such information and updated as of shall promptly file such amendment or supplement with the date of consummation of SEC and, to the Mergerextent required by Law, with respect disseminate such amendment or supplement to certain financial information regarding HNC, in form and substance that is customary in transactions such as the MergerParent Stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Investors Common Stock to be offered to holders of HNC ABNJ Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC ABNJ Shareholders Meeting, FNFG Investors shall draft and prepare, and HNC ABNJ shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC ABNJ shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG Investors shall file the Merger Registration Statement, including the Proxy Statement▇-Prospectus▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, with the SEC. Each of FNFG Investors and HNC ABNJ shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG ABNJ shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC ABNJ shareholders. FNFG Investors shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC ABNJ shall furnish all information concerning HNC ABNJ and the holders of HNC ABNJ Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC ABNJ shall provide FNFG Investors with any information concerning itself that FNFG Investors may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG Investors shall notify HNC ABNJ promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC ABNJ promptly copies of all correspondence between FNFG Investors or any of their representatives and the SEC. FNFG Investors shall give HNC ABNJ and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC ABNJ and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG Investors and HNC ABNJ agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC ABNJ Common Stock entitled to vote at the HNC ABNJ Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC ABNJ and FNFG Investors shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC ABNJ shall cooperate with FNFG Investors in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG Investors shall file an amended Merger Registration Statement with the SEC, and HNC ABNJ shall mail an amended Proxy Statement-Prospectus to the HNC ABNJ shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes (x) of registering FNFG ▇▇▇▇▇▇▇▇ Common Stock to be offered to holders of HNC VIST Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC VIST Shareholders Meeting, FNFG ▇▇▇▇▇▇▇▇ shall draft and prepare, and HNC VIST shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC VIST shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG ▇▇▇▇▇▇▇▇ shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG ▇▇▇▇▇▇▇▇ and HNC VIST shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC VIST and FNFG ▇▇▇▇▇▇▇▇ shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC VIST shareholders. FNFG ▇▇▇▇▇▇▇▇ shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC VIST shall furnish all information concerning HNC VIST and the holders of HNC VIST Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC (b) VIST shall provide FNFG ▇▇▇▇▇▇▇▇ with any information concerning itself that FNFG ▇▇▇▇▇▇▇▇ may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG ▇▇▇▇▇▇▇▇ shall notify HNC VIST promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC VIST promptly copies of all correspondence between FNFG ▇▇▇▇▇▇▇▇ or any of their representatives and the SEC. FNFG ▇▇▇▇▇▇▇▇ shall give HNC VIST and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC VIST and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG ▇▇▇▇▇▇▇▇ and HNC VIST agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to (i) the holders of HNC VIST Common Stock entitled to vote at the HNC VIST Shareholders Meeting hereof and (ii) the holders of ▇▇▇▇▇▇▇▇ Common Stock entitled to vote at the ▇▇▇▇▇▇▇▇ Shareholders Meeting, if ▇▇▇▇▇▇▇▇ shareholder approval is required by Amex, at the earliest practicable time. 8.2.3. HNC (c) VIST and FNFG ▇▇▇▇▇▇▇▇ shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC VIST shall cooperate with FNFG ▇▇▇▇▇▇▇▇ in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG ▇▇▇▇▇▇▇▇ shall file an amended Merger Registration Statement with the SEC, and HNC VIST shall mail an amended Proxy Statement-Prospectus to the HNC VIST shareholders. If requested by FNFG▇▇▇▇▇▇▇▇, HNC VIST shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNCVIST, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For (i) As promptly as practicable following the purposes execution and delivery of this Agreement (xand in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of registering FNFG Common Stock the financial statements pursuant to be offered the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to holders of HNC Common Stock prepare, and the Company shall file with the SEC, the Form F-4 in connection with the Merger with the SEC registration under the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC Warrants, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (yB) soliciting proxies from holders of holding FTAC Common Stock to vote at the HNC Shareholders Special Meeting, FNFG shall draft as adjourned or postponed, in favor of: (1) the adoption of this Agreement and prepare, approval of the Transactions; (2) the amendment and HNC shall cooperate restatement of the Certificate of Incorporation in the preparation ofform of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and “FTAC Stockholder Matters”). Without the prior written consent of the Securities Act Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Exchange Act, Company shall use its reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with promulgated by the SEC. Each of FNFG and HNC shall use their best efforts , to have the Merger Registration Statement Form F-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one hand, and each of HNC PGHL and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to Company, on the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreementother hand, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock it as may reasonably be reasonably requested by the other party in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with actions and the drafting and preparation of the Form F-4 and the Proxy Statement-/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and FNFG the Company shall notify HNC promptly use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the receipt of Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement-/Prospectus and of any requests by amendment to the SEC for Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement thereto to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or for additional information supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall provide inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to HNC promptly copies of all correspondence between FNFG or any of their representatives the Form F-4 and the SEC. FNFG Proxy Statement/Prospectus promptly after the receipt of such comments and shall give HNC and its counsel the other parties a reasonable opportunity to review and comment on the Proxy Statement-Prospectus any proposed written or oral responses to such comments prior to responding to the SEC or its being staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to file the Proxy Statement-Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and all responses any supplement thereto pursuant to requests for additional information Rule 424. FTAC, PGHL and replies to comments prior to their being filed with, or sent the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC. Each of FNFG SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and HNC agrees to use all reasonable efforts, after consultation hold the Special Meeting in accordance with the other party hereto, to respond promptly to all such comments of and requests by DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and to (ii) cause the Proxy Statement-/Prospectus and all required amendments and supplements thereto to be mailed disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of HNC the Class B Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest FTAC Charter amendment as promptly as practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that after the Proxy Statement-/Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits is disseminated to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the MergerFTAC’s stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes of (xi) of registering FNFG PFS Common Stock to be offered to holders of HNC SBBX Common Stock in connection with the Merger with the SEC under the Securities Act Act, and (yii) of holding the HNC SBBX Shareholders Meeting, FNFG PFS shall draft and prepare, and HNC SBBX shall cooperate in the preparation of, the Merger Registration Statement, including including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement/prospectus , in the form mailed to the HNC SBBX shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG PFS shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with as promptly as practicable following the SECdate of this Agreement and in any event within forty-five (45) days from the date hereof. Each of FNFG PFS and HNC SBBX shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG SBBX shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC their respective shareholders. FNFG PFS shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC SBBX shall furnish all information concerning HNC SBBX and the holders of HNC SBBX Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC SBBX shall provide FNFG PFS with any information concerning itself that FNFG PFS may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG PFS shall notify HNC SBBX promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC SBBX promptly copies of all correspondence between FNFG PFS or any of their representatives and the SEC. FNFG PFS shall give HNC SBBX and its counsel the reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC SBBX and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG PFS and HNC SBBX agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof their respective shareholders at the earliest practicable time. 8.2.3. HNC SBBX and FNFG PFS shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC SBBX shall cooperate with FNFG PFS in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG PFS shall file an amended Merger Registration Statement with the SEC, and HNC SBBX shall mail an amended Proxy Statement-Prospectus to the HNC its shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG NYB Common Stock to be offered to holders of HNC LIFC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC Shareholders LIFC Stockholders Meeting, FNFG NYB shall draft and prepare, and HNC LIFC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholdersLIFC stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). FNFG NYB shall promptly file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG NYB and HNC LIFC shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG LIFC shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholdersits stockholders. FNFG NYB shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC LIFC shall furnish all information concerning HNC LIFC and the holders of HNC LIFC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC LIFC shall provide FNFG NYB with any information concerning itself that FNFG NYB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG NYB shall notify HNC LIFC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC LIFC promptly copies of all correspondence between FNFG NYB or any of their representatives and the SEC. FNFG NYB shall give HNC LIFC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC LIFC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG NYB and HNC LIFC agrees to use all reasonable best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC LIFC Common Stock entitled to vote at the HNC Shareholders LIFC Stockholders Meeting hereof at the earliest practicable time. 8.2.3. HNC LIFC and FNFG NYB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC LIFC shall cooperate with FNFG NYB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG NYB shall file an amended Merger Registration Statement with the SEC, and HNC each of LIFC and NYB shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of LIFC and the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the MergerNYB stockholders.

Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as reasonably practicable following the purposes date of this Agreement, Parent shall prepare and file with the SEC a proxy statement to be sent to the stockholders of each of Parent and the Company relating to the meeting of stockholders, and a Registration Statement on Form S-4 (xincluding a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the issuance of registering FNFG shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”), and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be offered to holders of HNC Common Stock filed by Parent with the SEC in connection with the Merger with and other transactions contemplated hereby (the SEC under “Other Filings”) as required by the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and or the Exchange Act, . Parent and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together Company shall cooperate with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request other in connection with the drafting and preparation of the S-4 Registration Statement, the Proxy Statement-Prospectus, /Prospectus and FNFG any Other Filings. Each Party shall as promptly as reasonably practicable notify HNC promptly the other Party of the receipt of any oral or written comments from the staff of the SEC with respect on the S-4 Registration Statement or any Other Filing. Parent and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the S-4 Registration Statement all necessary state securities Law or “blue sky” notice requirements in connection with the Merger and to consummate the other transactions contemplated hereby. (b) Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement-/Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the S-4 Registration Statement and Proxy Statement/Prospectus and of any requests by the SEC for or any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being is filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to or the Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be is first mailed to the holders stockholders of HNC Common Stock entitled to vote Parent, at the HNC Shareholders time of the Parent Stockholders’ Meeting hereof and at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains Effective Time, contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements contained made therein, in light of the circumstances under which they were made, not misleading. In Company represents, covenants and agrees that the information provided by Company or its Subsidiaries to Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such eventinformation not misleading. Notwithstanding the foregoing, HNC Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement and Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement/Prospectus to be mailed to Parent’s stockholders as promptly as practicable after the SEC declares the S-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.01. If any event relating to Parent or Company occurs, or if Parent or Company becomes aware of any information, that should be disclosed in an amendment or supplement to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then Parent or Company, as applicable, shall promptly inform the other party thereof and shall cooperate with FNFG one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the S-4 Registration Statement and/or Proxy Statement/Prospectus will be made by Parent without the prior written consent of Company, which shall not be unreasonably withheld, conditioned or delayed. (c) Company shall reasonably cooperate with Parent and provide, and require its Representatives, advisors, accountants and attorneys to provide, Parent and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding Company that is required by law to be included in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger S-4 Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of and/or the Proxy Statement-/Prospectus and updated as or reasonably requested from Company to be included in the S-4 Registration Statement and/or the Proxy Statement/Prospectus. The information provided by the Company to be included in the S-4 Registration Statement and/or the Proxy Statement/Prospectus shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the date of consummation of the Mergercircumstances under which they were made, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Mergernot misleading.

Proxy Statement/Prospectus. 8.2.1. For the purposes purposes: (xa) of registering FNFG Common Stock the Bancshares common stock to be offered to holders of HNC Common Stock Horizon common stock in connection with the Merger with the SEC Securities and Exchange Commission (“SEC”) under the Securities Act and of 1933 (y“Securities Act”); (b) of holding the HNC Shareholders a meeting of Horizon’s shareholders (“Horizon Special Meeting”); and (c) of holding a meeting of Bancshares’ shareholders (“Bancshares Special Meeting”), FNFG Bancshares shall draft and prepare, and HNC Horizon shall cooperate in the preparation of, the Merger a Registration StatementStatement on Form S-4, including a combined proxy statement and statement/prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Securities Exchange Act of 1934 (“Exchange Act”), and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Horizon and Bancshares to the HNC their respective shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-/Prospectus”). FNFG Bancshares shall provide Horizon and its counsel with reasonable opportunity to review and comment on the Proxy Statement/Prospectus prior to the time it, or any amendments to it, are filed with the SEC, together with the SEC’s comments and Bancshares’ responses thereto. Bancshares shall file the Merger Registration Statement, including the Proxy Statement-/Prospectus, with the SEC. Each of FNFG Bancshares and HNC Horizon shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG Horizon shall thereafter promptly mail the Proxy Statement-/Prospectus to the HNC its shareholders. FNFG Bancshares shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC Horizon shall provide FNFG Bancshares with any information concerning itself that FNFG Bancshares may reasonably request in connection with the drafting and preparation of the Proxy Statement-/Prospectus, and FNFG Bancshares shall notify HNC Horizon promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SECinformation. Each of FNFG Bancshares and HNC Horizon agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-/Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock Horizon common stock entitled to vote at the HNC Shareholders Horizon Special Meeting hereof at the earliest practicable time. 8.2.3. HNC Horizon and FNFG Bancshares shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-/Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC Horizon shall cooperate with FNFG Bancshares in the preparation of a supplement or amendment to such Proxy Statement-/Prospectus that corrects such misstatement or omission, and FNFG Bancshares shall file an amended Merger Registration Statement with the SEC, and HNC Horizon and Bancshares shall both mail an amended Proxy Statement-/Prospectus to the HNC shareholderstheir respective stockholders. If requested by FNFG, HNC Horizon shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-/Prospectus and updated as of the date of consummation of the MergerClosing Date, with respect to certain financial information regarding HNCHorizon, in form and substance that is customary in transactions such as the MergerMerger and reasonably satisfactory to Bancshares.

Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as practicable following the purposes (x) of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection date hereof, the Company shall prepare and file with the Merger SEC the Proxy Statement/Prospectus and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included as a prospectus in the Registration Statement on Form S-4) with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its Registration Statement on Form S-1 to reflect the transactions contemplated by this Agreement. The Company shall use its reasonable best efforts to have such Proxy Statement/Prospectus cleared by the SEC under the Securities Exchange Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in Registration Statements declared effective by the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of SEC under the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statementcase may be, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfilings. The status or timing of the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company's efforts to seek effectiveness of the Registration Statements and mail to its stockholders the Proxy Statement/Prospectus. (b) As promptly as practicable after the Registration Statements shall have become effective, and each of HNC and FNFG the Company shall thereafter promptly mail the Proxy Statement-/Prospectus to its stockholders. (c) No amendment or supplement to the HNC shareholdersProxy Statement/Prospectus or any Registration Statement will be made by the Company without the approval of Forest and Spinco (such approval not to be unreasonably withheld or delayed). FNFG shall also use its best efforts to obtain all necessary state securities law The Company will advise Forest and Spinco, promptly after it receives notice thereof, of the time when any Registration Statement has become effective or “Blue Sky” permits and approvals required to carry out any supplement or amendment has been filed, of the transactions contemplated by this Agreementissuance of any stop order, and HNC shall furnish all information concerning HNC and of the holders suspension of HNC the qualification of the Company Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request issuable in connection with the drafting and preparation Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement-Prospectus, /Prospectus or any Registration Statement or comments thereon and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any responses thereto or requests by the SEC for additional information. (d) If, at any amendment time prior to the Effective Time, any event or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on circumstance should occur that results in the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-/Prospectus or the Merger Registration Statement contains any Statements containing an untrue statement of a material fact or omits omitting to state a any material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they were are made, not misleading. In such event, HNC shall cooperate with FNFG or that otherwise should be described in the preparation of a an amendment or supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-/Prospectus or the Registration Statements, Forest, Spinco and updated as the Company shall promptly notify each other of the date occurrence of consummation of such event and then promptly prepare, file and clear with the Merger, with respect SEC and mail to certain financial information regarding HNC, in form and substance that is customary in transactions the Company's stockholders each such as the Mergeramendment or supplement.

Proxy Statement/Prospectus. 8.2.1. For the purposes (xa) of registering FNFG BMBC Common Stock to be offered to holders of HNC FKF Common Stock in connection with the Merger with the SEC under the Securities Act and (yb) of holding the HNC FKF Shareholders Meeting, FNFG BMBC shall promptly draft and prepare, and HNC FKF shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC FKF shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG BMBC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC within sixty (60) days after the date of this Agreement or as soon as reasonably practicable thereafter. Each of FNFG BMBC and HNC FKF shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC FKF and FNFG BMBC shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC FKF shareholders. FNFG BMBC shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC FKF shall furnish all information concerning HNC FKF and the holders of HNC FKF Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC FKF shall provide FNFG BMBC with any information concerning itself that FNFG BMBC may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG BMBC shall notify HNC FKF promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC FKF promptly copies of all correspondence between FNFG BMBC or any of their representatives and the SEC. FNFG BMBC shall give HNC FKF and its counsel the reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC FKF and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG BMBC and HNC FKF agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC FKF Common Stock entitled to vote at the HNC FKF Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC FKF and FNFG BMBC shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC FKF shall cooperate with FNFG BMBC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG BMBC shall file an amended Merger Registration Statement with the SEC, and HNC FKF shall mail an amended Proxy Statement-Prospectus to the HNC FKF shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG DNB Common Stock to be offered to holders of HNC E▇▇ Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC E▇▇ Shareholders Meeting and the DNB Shareholders Meeting, FNFG DNB shall draft and prepare, and HNC E▇▇ shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement of E▇▇, a proxy statement of DNB and a prospectus of DNB satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC E▇▇ and DNB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). FNFG DNB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG DNB and HNC E▇▇ shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC E▇▇ and FNFG DNB shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC E▇▇ and DNB shareholders. FNFG DNB shall also use its best commercially reasonable efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC E▇▇ shall furnish all information concerning HNC E▇▇ and the holders of HNC E▇▇ Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC E▇▇ shall provide FNFG DNB with any information concerning itself that FNFG DNB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG DNB shall notify HNC E▇▇ promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC E▇▇ promptly copies of all correspondence between FNFG DNB or any of their representatives and the SEC. FNFG DNB shall give HNC E▇▇ and its counsel the reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC E▇▇ and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG DNB and HNC E▇▇ agrees to use all commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC E▇▇ Common Stock and DNB Common Stock entitled to vote at the HNC their respective E▇▇ Shareholders Meeting hereof and DNB Shareholders Meeting at the earliest practicable time. 8.2.3. HNC ERB and FNFG DNB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC ERB shall cooperate with FNFG DNB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG DNB shall file an amended Merger Registration Statement with the SEC, and HNC each party shall mail an amended Proxy Statement-Prospectus to the HNC its respective shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Common Stock to be offered to holders of HNC TFC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC Shareholders TFC Stockholders Meeting, FNFG shall draft and prepare, and HNC TFC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by TFC to the HNC shareholdersTFC stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). FNFG shall provide TFC and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC TFC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC TFC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholdersits stockholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC TFC shall furnish all information concerning HNC TFC and the holders of HNC TFC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC TFC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC TFC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC TFC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC TFC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC TFC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC TFC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC TFC Common Stock entitled to vote at the HNC Shareholders TFC Stockholders Meeting hereof at the earliest practicable time. 8.2.3. HNC TFC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC TFC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC each of TFC and FNFG shall mail an amended Proxy Statement-Prospectus to the HNC shareholdersTFC's stockholders. If requested by FNFG, HNC TFC shall obtain a “"comfort” " letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNCTFC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (xi) of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall The parties hereto will cooperate in the preparation of, the Merger Registration Statement, including a combined of an appropriate proxy statement and statement/prospectus satisfying all applicable requirements of applicable federal and state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder law (such proxy statement/prospectus in the form mailed to the HNC shareholdersTTA and Arcada stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-/Prospectus”"). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any (ii) Arcada will furnish such information concerning itself that FNFG may reasonably request as is necessary in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and order to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto /Prospectus, insofar as it relates to be mailed Arcada, to the holders of HNC Common Stock entitled comply with Section l(e)(i). Arcada agrees promptly to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party advise TTA if at any time it becomes aware that prior to the TTA and Arcada Stockholders' Meetings any information provided by Arcada for inclusion in the Proxy Statement-/Prospectus becomes incorrect or incomplete in any material respect and to provide the Merger information needed to correct such inaccuracy or omission. Arcada will continue to furnish TTA with such supplemental information as may be necessary in order to cause such Proxy Statement/Prospectus, insofar as it relates to Arcada, to comply with Section l(e)(i) after the mailing thereof to TTA and Arcada stockholders. (iii) TTA will furnish such information concerning itself as is necessary in order to cause the Proxy Statement/Prospectus, insofar as it relates to TTA, to comply with Section l(e)(i). TTA agrees promptly to advise Arcada if at any time prior to the TTA and Arcada Stockholders' Meetings any information provided by TTA for inclusion in the Proxy Statement/Prospectus becomes incorrect or incomplete in any material respect and to provide the information needed to correct such inaccuracy or omission. TTA will continue to furnish Arcada with such supplemental information as may be necessary in order to cause such Proxy Statement/Prospectus, insofar as it relates to TTA, to comply with Section l(e)(i) after the mailing thereof to TTA and Arcada stockholders. (iv) TTA will prepare and file with the SEC a registration statement on Form S-4 (together with amendments thereto, the "Registration Statement") containing the Proxy Statement/Prospectus in connection with the registration under the 1933 Act, and the rules and regulations promulgated thereunder (the "1933 Act") of the TTA Common Stock to be issued in connection with the Merger, will use all reasonable efforts to have or cause the Registration Statement contains to become effective as promptly as practicable, will use all reasonable efforts to have or cause such TTA Common Stock to be listed on the Nasdaq SmallCap Market-SM, and will take any untrue statement of a material fact or omits to state a material fact other action required to be stated therein taken under any applicable federal or state securities laws in connection with the issuance of TTA Common Stock in the Merger. TTA will advise Arcada promptly when the Proxy Statement/Prospectus has been approved for use in all necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingstates. In such event, HNC The parties shall cooperate with FNFG each other in taking any other appropriate actions that may be necessary to cause the preparation of a supplement or amendment TTA Common Stock to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement be issued in connection with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus Merger to be registered under the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger1933 Act.

Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as practicable following the purposes (x) of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection date hereof, the Company shall prepare and file with the Merger SEC the Proxy Statement/Prospectus and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included as a prospectus in the Registration Statement on Form S-4) with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its Registration Statement on Form S-1 to reflect the transactions contemplated by this Agreement. The Company shall use its reasonable best efforts to have such Proxy Statement/Prospectus cleared by the SEC under the Securities Exchange Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in Registration Statements declared effective by the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of SEC under the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statementcase may be, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfilings. The status or timing of the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company’s efforts to seek effectiveness of the Registration Statements and mail to its stockholders the Proxy Statement/Prospectus. (b) As promptly as practicable after the Registration Statements shall have become effective, and each of HNC and FNFG the Company shall thereafter promptly mail the Proxy Statement-/Prospectus to its stockholders. (c) No amendment or supplement to the HNC shareholdersProxy Statement/Prospectus or any Registration Statement will be made by the Company without the approval of Forest and Spinco (such approval not to be unreasonably withheld or delayed). FNFG shall also use its best efforts to obtain all necessary state securities law The Company will advise Forest and Spinco, promptly after it receives notice thereof, of the time when any Registration Statement has become effective or “Blue Sky” permits and approvals required to carry out any supplement or amendment has been filed, of the transactions contemplated by this Agreementissuance of any stop order, and HNC shall furnish all information concerning HNC and of the holders suspension of HNC the qualification of the Company Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request issuable in connection with the drafting and preparation Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement-Prospectus, /Prospectus or any Registration Statement or comments thereon and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any responses thereto or requests by the SEC for additional information. (d) If, at any amendment time prior to the Effective Time, any event or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on circumstance should occur that results in the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-/Prospectus or the Merger Registration Statement contains any Statements containing an untrue statement of a material fact or omits omitting to state a any material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they were are made, not misleading. In such event, HNC shall cooperate with FNFG or that otherwise should be described in the preparation of a an amendment or supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-/Prospectus or the Registration Statements, Forest, Spinco and updated as the Company shall promptly notify each other of the date occurrence of consummation of such event and then promptly prepare, file and clear with the Merger, with respect SEC and mail to certain financial information regarding HNC, in form and substance that is customary in transactions the Company’s stockholders each such as the Mergeramendment or supplement.

Proxy Statement/Prospectus. 8.2.1. For As promptly as practicable following the purposes date hereof, the Parent and the Company shall jointly prepare and file with the SEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy statement/prospectus (xsuch proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and the Parent shall prepare and file with the SEC the Form S-4 with respect to the issuance of registering FNFG Common Stock to be offered to holders of HNC Parent Common Stock in connection the Merger in which the Proxy Statement/Prospectus will be included as a prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the Merger with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG the Parent and HNC the Company shall use their best all reasonable efforts to have the Merger Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection filing it with the drafting SEC and preparation of to keep the Proxy Statement-ProspectusForm S-4 effective as long as is necessary to consummate the Merger. The Parties shall promptly provide copies, consult with each other and FNFG shall notify HNC promptly of the receipt of prepare written responses with respect to any written comments of received from the SEC with respect to the Form S-4 and the Proxy Statement-/Prospectus and promptly advise the other party of any requests oral comments received from the SEC. The Parent agrees that none of the information supplied or to be supplied by the SEC Parent for any inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed withthereto, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof time of mailing thereof and at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify time of the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any Stockholders' Meeting, will contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus The Company agrees that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as none of the date of information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement-/Prospectus and updated as each amendment or supplement thereto, at the time of mailing thereof and at the time of the date Stockholders' Meeting, will contain an untrue statement of consummation a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Mergercircumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Parent, Merger Sub and the Parent Stockholders' Meeting will be deemed to have been supplied by the Parent and information concerning or related to the Company and the Company Stockholders' Meeting shall be deemed to have been supplied by the Company. Any opinions regarding the federal income tax consequences of the Merger or other matters set forth in the Form S-4 and the Proxy Statement/Prospectus shall be rendered by (i) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP with respect to certain financial information matters regarding HNCthe Parent and its stockholders, in form and substance that is customary in transactions such as (ii) Cooley Godward LLP with respect to matters regarding the MergerCompany and its stockholders.

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes of (x) of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws the FCLF Common Stock to be offered to Partners Stockholders in connection with the Merger, and (y) of holding the HNC Shareholders Partners Stockholders Meeting, FNFG FCLF shall draft and prepare, and HNC Partners shall fully cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Partners to the HNC shareholdersPartners Stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG FCLF shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. SEC no later than 45 days following the date hereof, and FCLF shall cause the Merger Registration Statement, including the Proxy Statement-Prospectus, to comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). 8.2.2 Each of FNFG FCLF and HNC Partners shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG Partners shall thereafter promptly within five business days print and mail the Proxy Statement-Prospectus to the HNC shareholdersPartners Stockholders. FNFG FCLF shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this AgreementContemplated Transactions, and HNC Partners shall furnish all information concerning HNC Partners and the holders of HNC Partners Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC 8.2.3 Partners shall provide FNFG FCLF with any information concerning itself that FNFG may reasonably request FCLF requests in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG FCLF shall notify HNC Partners promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC Partners promptly copies of all correspondence between FNFG FCLF, or any of their its representatives and the SEC. FNFG The information to be provided by or with respect to FCLF for inclusion or incorporation by reference in the Proxy Statement-Prospectus will not, at the time the Proxy Statement-Prospectus is mailed, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. The information to be provided by Partners for inclusion in the Proxy Statement-Prospectus will not, at the time the Proxy Statement-Prospectus is mailed, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. The information supplied, or to be supplied, by or with respect to FCLF for inclusion or incorporation by reference in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. The information supplied, or to be supplied, by Partners for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. FCLF shall give HNC Partners and its counsel, which may be any independent third-party counsel selected by the Board of Directors of Partners, the opportunity to review and comment on and the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC Partners and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG FCLF, and HNC Partners agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock Partners Stockholders entitled to vote at the HNC Shareholders Meeting Partners Stockholders Meeting, referred to in Section 8.1 hereof at the earliest practicable time. Notwithstanding anything contained herein to the contrary, counsel for FCLF shall have the final decision on the text and format of the Proxy Statement-Prospectus, any amendments and supplements thereto, and any responses to comments from the SEC. 8.2.3. HNC 8.2.4 Partners and FNFG FCLF shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC Partners shall fully cooperate with FNFG FCLF in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG FCLF shall file an amended Merger Registration Statement with the SEC, SEC that corrects such misstatement or omission and HNC Partners shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the MergerPartners Stockholders.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (xi) of registering FNFG Juniata Common Stock to be offered to holders of HNC FNBPA Common Stock in connection with the Merger with the SEC under the Securities Act and (yii) of holding the HNC Shareholders FNBPA Shareholders’ Meeting and the Juniata Shareholders’ Meeting, FNFG Juniata shall draft and prepare, and HNC FNBPA shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC Juniata shareholders and the FNBPA shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG Juniata shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG Juniata and HNC FNBPA shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC FNBPA and FNFG Juniata shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC Juniata shareholders and the FNBPA shareholders. FNFG Juniata shall also use its best commercially reasonable efforts to obtain all necessary state securities law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC FNBPA shall furnish all information concerning HNC FNBPA and the holders of HNC FNBPA Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC (b) FNBPA shall provide FNFG Juniata with any information concerning itself that FNFG Juniata may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG Juniata shall notify HNC FNBPA promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC FNBPA promptly copies of all correspondence between FNFG Juniata or any of their its representatives and the SEC. FNFG Juniata shall give HNC FNBPA and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC FNBPA and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG Juniata and HNC FNBPA agrees to use all commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Juniata Common Stock and the FNBPA Common Stock entitled to vote at the HNC Juniata Shareholders’ Meeting and the FNBPA Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC (c) FNBPA and FNFG Juniata shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC FNBPA shall cooperate with FNFG Juniata in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG Juniata shall file an amended Merger Registration Statement with the SEC, and HNC Juniata and FNBPA shall mail an amended Proxy Statement-Prospectus to the HNC Juniata shareholders and the FNBPA shareholders. If requested by FNFGJuniata, HNC FNBPA shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNCFNBPA, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as reasonably practicable following the purposes (x) date of registering FNFG Common Stock this Agreement, the Parent shall prepare and file with the SEC a proxy statement to be offered sent to holders the stockholders of HNC Common Stock each of the Parent and the Company relating to the meeting of the stockholders, as applicable, and a Registration Statement on Form S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the Merger with the SEC under the Securities Act issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger or a newly filed S-8 Registration Statement, including as applicable), of which such proxy statement will form a combined part (such proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking lawsconstituting a part thereof, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-/Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC Company and the holders of HNC Common Stock as may Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be reasonably requested in connection filed by the Parent with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request the SEC in connection with the drafting Amalgamation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the United States Exchange Act. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the Noteholder will be registered on the S-4 Registration Statement. The Parent and the Company shall cooperate with each other in connection with the preparation of the S-4 Registration Statement, the Proxy Statement-Prospectus, /Prospectus and FNFG any Other Filings. Each Party shall as promptly as reasonably practicable notify HNC promptly the other Party of the receipt of any oral or written comments from the staff of the SEC with respect on the S-4 Registration Statement or any Other Filing. The Parent and the Company shall also use their reasonable commercially reasonable efforts to satisfy prior to the effective date of the S-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Amalgamation and to consummate the other transactions contemplated hereby. 70 (b) The Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement-/Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the S-4 Registration Statement and Proxy Statement/Prospectus and of any requests by the SEC for or any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being is filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to or the Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be is first mailed to the holders of HNC Common Stock entitled to vote Parent Stockholders, at the HNC Shareholders time of the Parent Meeting hereof and at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains Effective Time, contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements contained made therein, in light of the circumstances under which they were made, not misleading. In The Company represents, covenants and agrees that the information provided by the Company to the Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such eventinformation not misleading. Notwithstanding the foregoing, HNC the Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement and Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement/Prospectus to be mailed to Parent Stockholders as promptly as practicable after the SEC declares the S-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 7.15. If any event relating to the Parent or the Company occurs, or if the Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then the Parent or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with FNFG one another in filing such amendment or supplement with the preparation of a SEC and, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. No filing of, or amendment to such or supplement to, the S-4 Registration Statement and/or Proxy Statement-/Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with will be made by the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to Parent without the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as prior written consent of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the MergerCompany, with respect to certain financial information regarding HNCwhich consent shall not be unreasonably withheld, in form and substance that is customary in transactions such as the Mergerconditioned or delayed.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes (xi) of registering FNFG the shares of ENB Common Stock to be offered to holders of HNC CNS Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws and (yii) of holding the HNC Shareholders CNS Stockholders Meeting, FNFG ENB and CNS shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including jointly prepare a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by CNS to the HNC shareholdersCNS stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). FNFG ENB shall prepare and file the Merger Registration Statement, including in which the Proxy Statement-ProspectusProspectus will be included, with the SEC. Each of FNFG ENB and HNC CNS shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG CNS shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholdersits stockholders. FNFG ENB shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC CNS shall furnish all information concerning HNC CNS and the holders of HNC CNS Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG (b) ENB shall notify HNC CNS promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC CNS promptly copies of all correspondence between FNFG ENB or any representative of their representatives ENB and the SEC. FNFG ENB shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC CNS and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG ENB and HNC CNS agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC CNS Common Stock entitled to vote at the HNC Shareholders CNS Stockholders Meeting referred to in Section 4.8 hereof at the earliest practicable time. 8.2.3. HNC (c) CNS and FNFG ENB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC CNS shall cooperate with FNFG ENB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that which corrects such misstatement or omission, and FNFG ENB shall file an amended Merger Registration Statement with the SEC, and HNC CNS shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the MergerCNS's stockholders.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes (xi) of registering FNFG the shares of ENB Common Stock to be offered to holders of HNC CNS Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws and (yii) of holding the HNC Shareholders CNS Stockholders Meeting, FNFG ENB and CNS shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including jointly prepare a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by CNS to the HNC shareholdersCNS stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement"PROXY STATEMENT-Prospectus”PROSPECTUS"). FNFG ENB shall prepare and file the Merger Registration Statement, including in which the Proxy Statement-ProspectusProspectus will be included, with the SEC. Each of FNFG ENB and HNC CNS shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG CNS shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholdersits stockholders. FNFG ENB shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC CNS shall furnish all information concerning HNC CNS and the holders of HNC CNS Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG (b) ENB shall notify HNC CNS promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC CNS promptly copies of all correspondence between FNFG ENB or any representative of their representatives ENB and the SEC. FNFG ENB shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC CNS and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG ENB and HNC CNS agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC CNS Common Stock entitled to vote at the HNC Shareholders CNS Stockholders Meeting referred to in Section 4.8 hereof at the earliest practicable time. 8.2.3. HNC (c) CNS and FNFG ENB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC CNS shall cooperate with FNFG ENB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that which corrects such misstatement or omission, and FNFG ENB shall file an amended Merger Registration Statement with the SEC, and HNC CNS shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the MergerCNS's stockholders.

Proxy Statement/Prospectus. 8.2.1. For (a) As soon as practicable after the purposes execution of this Agreement, ▇▇▇▇.▇▇▇ and Explore shall mutually cooperate in jointly preparing and filing with the United States Securities and Exchange Commission (xthe "Commission") of registering FNFG a proxy statement and prospectus on the appropriate form of registration statement required under the Securities Act of 1933 (the "Proxy Statement/Prospectus"). The Proxy Statement/Prospectus shall constitute a disclosure document for the offer and issuance of the shares of Explore Common Stock to be offered to received by the holders of HNC Common Stock the capital stock of ▇▇▇▇.▇▇▇ in the Merger and for the other transactions contemplated by this Agreement. As promptly as practicable after comments, if any, are received from the Commission with respect to such Proxy Statement/Prospectus and after the furnishing by ▇▇▇▇.▇▇▇ and Explore of all information required to be contained therein, ▇▇▇▇.▇▇▇ and Explore shall prepare and file with the Commission the Registration Statement, in which the Proxy Statement/Prospectus shall be included, in connection with the Merger with the SEC registration under the Securities Act of the shares of Explore Common Stock to be issued to the holders of the capital stock of ▇▇▇▇.▇▇▇ pursuant to the Merger. Explore and (y) of holding ▇▇▇▇.▇▇▇ shall use all reasonable efforts to have or cause the HNC Shareholders Meeting, FNFG shall draft and prepareRegistration Statement to become effective as promptly as practicable, and HNC shall cooperate take all or any action required under any applicable federal or state securities laws in connection with the issuance of Explore Common Stock pursuant to the Merger. As promptly as practicable after the Registration Statement shall have become effective, Explore and ▇▇▇▇.▇▇▇ shall each mail or cause to be mailed the Proxy Statement/Prospectus to their respective stockholders. (b) Explore and ▇▇▇▇.▇▇▇ shall each use its best efforts to cause the Proxy Statement/Prospectus to comply with applicable federal and state securities laws requirements. Each of Explore and ▇▇▇▇.▇▇▇ agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and reasonable judgment of the Securities Act and the Exchange Actproviding party or its counsel, and the rules and regulations thereunder (such proxy statement/prospectus may be required or appropriate for inclusion in the form mailed to the HNC shareholdersProxy Statement/Prospectus, together with or in any and all amendments or supplements thereto, being herein referred and to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, cause its counsel and auditors to cooperate with the SEC. Each of FNFG other's counsel and HNC shall use their best efforts to have auditors in the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-/Prospectus, . The information supplied by each of Explore and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to ▇▇▇▇.▇▇▇ for inclusion in the Proxy Statement-/Prospectus and of any requests by Registration Statement shall not, at (i) the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and time the SEC. FNFG shall give HNC and its counsel Registration Statement is declared effective, (ii) the opportunity to review and comment on time the Proxy Statement-/Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be is first mailed to the holders of HNC Common Stock entitled to vote at capital stock of ▇▇▇▇.▇▇▇, (iii) the HNC Shareholders Meeting hereof at time of the earliest practicable time▇▇▇▇. 8.2.3. HNC ▇▇▇ Stockholders' Meeting, (iv) the time of the Explore Stockholders' meeting, and FNFG shall promptly notify (v) the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains Effective Time, contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. ▇▇▇▇.▇▇▇ will promptly advise Explore, and Explore will promptly advise ▇▇▇▇.▇▇▇, in writing if at any time prior to the Effective Time either ▇▇▇▇.▇▇▇ or Explore shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Proxy Statement/Prospectus in order to make the statements contained therein, in light or incorporated by reference therein not misleading or to comply with applicable law. (c) The Proxy Statement/Prospectus shall contain the unanimous recommendation of the circumstances under which they were made, not misleadingBoard of Directors of ▇▇▇▇.▇▇▇ that the ▇▇▇▇.▇▇▇ stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the stockholders of ▇▇▇▇.▇▇▇. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such The Proxy Statement-/Prospectus shall contain the unanimous recommendation of the Board of Directors of Explore that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus Explore stockholders approve the issuance of Common Stock to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as ▇▇▇▇.▇▇▇ stockholders and this Agreement and the conclusion of the date Board of Directors that the terms and conditions of the Merger are fair and reasonable to the stockholders of Explore. Anything to the contrary contained herein notwithstanding, ▇▇▇▇.▇▇▇ shall not include in the Proxy Statement-/Prospectus and updated as of the date of consummation of the Merger, any information with respect to certain financial information regarding HNCExplore or its affiliates or associates, in the form and substance that is customary content of which information shall not have been approved by Explore prior to such inclusion. Anything to the contrary contained herein notwithstanding, Explore shall not include in transactions the Proxy Statement/Prospectus any information with respect to ▇▇▇▇.▇▇▇ or its affiliates or associates, the form and content of which information shall not have been approved by ▇▇▇▇.▇▇▇ prior to such as the Mergerinclusion.

Proxy Statement/Prospectus. 8.2.1. For (i) As promptly as practicable following the purposes execution and delivery of this Agreement (xand in any event on or prior to thirty (30) days after the date of registering FNFG Common Stock this Agreement, VOSO, Wejo and the Company shall use reasonable best efforts to be offered to holders of HNC Common Stock prepare, and the Company shall file with the SEC, the Form S-4 in connection with the Merger with the SEC registration under the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the VOSO Warrants, which Form S-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing VOSO’s stockholders with the opportunity to redeem shares of VOSO Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “VOSO Stockholder Redemption”); and (yB) soliciting proxies from holders of holding VOSO Common Stock to vote at the HNC Shareholders Special Meeting, FNFG shall draft as adjourned or postponed, in favor of: (1) the adoption of this Agreement and prepare, approval of the Transactions; (2) the amendment and HNC shall cooperate restatement of the Certificate of Incorporation in the preparation ofform of VOSO Charter attached as Exhibit B hereto; (3) the approval of the adoption of the Equity Incentive Plan (the “Equity Incentive Plan Proposal”), the Merger Registration StatementESPP (the “ESPP Proposal”) and the ▇▇▇▇ Scheme (the “▇▇▇▇ Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and the “VOSO Stockholder Matters”). Without the prior written consent of the Securities Act Company, VOSO Stockholder Matters shall be the only matters (other than procedural matters) which VOSO shall propose to be acted on by VOSO’s stockholders at the Special Meeting, as adjourned or postponed. Each of VOSO, Wejo and the Exchange ActCompany shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus, and as applicable, to comply with the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with promulgated by the SEC. Each of FNFG and HNC shall use their best efforts , to have the Merger Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each of VOSO, on the one hand, and each of HNC Wejo and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to Company, on the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreementother hand, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock it as may reasonably be reasonably requested by the other Party in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with actions and the drafting and preparation of the Form S-4 and the Proxy Statement-/Prospectus, as applicable. Promptly after the Form S-4 is declared effective under the Securities Act, VOSO and FNFG the Company shall notify HNC promptly use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of VOSO. (ii) Each of VOSO, Wejo and the receipt of Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form S-4 and the Proxy Statement-/Prospectus and of any requests by amendment to the SEC for Form S-4 and the Proxy Statement/Prospectus filed in response thereto. If VOSO, Wejo or the Company becomes aware that any information contained in the Form S-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 and the Proxy Statement/Prospectus are required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) VOSO, on the one hand, and Wejo and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement thereto to the Form S-4 and the Proxy Statement/Prospectus. VOSO, Wejo and the Company shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus as so amended or for additional information supplemented, to be filed with the SEC and to be disseminated to the holders of shares of VOSO Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the VOSO Organizational Documents. Each of the Company, Wejo and VOSO shall provide the other Parties with copies of any written comments, and shall provide inform such other Parties of any oral comments, that such Party receives from the SEC or its staff with respect to HNC promptly copies of all correspondence between FNFG or any of their representatives the Form S-4 and the SEC. FNFG Proxy Statement/Prospectus promptly after the receipt of such comments and shall give HNC and its counsel the other Parties a reasonable opportunity to review and comment on the Proxy Statement-Prospectus any proposed written or oral responses to such comments prior to responding to the SEC or its being staff. VOSO, Wejo and the Company shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the Transactions. (iii) VOSO shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to file the Proxy Statement-Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and all responses any supplement thereto pursuant to requests for additional information Rule 424. VOSO, Wejo and replies to comments prior to their being filed with, or sent the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC. Each of FNFG SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and HNC agrees to use all reasonable efforts, after consultation hold the Special Meeting in accordance with the other party hereto, to respond promptly to all such comments of and requests by DGCL for a date no later than thirty-five (35) days following the SEC Clearance Date, and to (ii) cause the Proxy Statement-/Prospectus and all required amendments and supplements thereto to be mailed disseminated to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable timeVOSO’s stockholders in compliance with applicable Law. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as reasonably practicable following the purposes date of this Agreement, subject to the Company’s compliance with its covenants and agreements contained herein, Parent shall prepare and file with the SEC a proxy statement to be sent to the stockholders of each of Parent and the Company relating to the applicable stockholders’ meeting and a Registration Statement on Form S-4 (xincluding a prospectus) (the “S-4 Registration Statement”) in connection with the issuance of registering FNFG shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”), and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be offered to holders of HNC Common Stock filed by Parent with the SEC in connection with the Merger with and other transactions contemplated hereby (the SEC under “Other Filings”) as required by the Securities Act or the Exchange Act. Parent and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC Company shall cooperate with each other in connection with the preparation of, of the Merger S-4 Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with /Prospectus and any Other Filings. Parent and the SEC. Each of FNFG and HNC Company each shall use their its reasonable best efforts to have the Merger S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC the Company and FNFG Parent shall thereafter use its reasonable best efforts to promptly thereafter mail the Proxy Statement-/Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock each of Company stockholders and Parent Stockholders. Each party shall as may be promptly as reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with practicable notify the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly other party of the receipt of any oral or written comments from the staff of the SEC with respect on the S-4 Registration Statement or any Other Filing. Parent and the Company shall also use their reasonable best efforts to satisfy prior to the Proxy Statement-Prospectus effective date of the S-4 Registration Statement all necessary state securities Law or “blue sky” notice requirements in connection with the Merger and of any requests by to consummate the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives other transactions contemplated hereby, and the SEC. FNFG shall give HNC Company will pay all expenses incident thereto. (b) The Company and Parent each agrees, as to itself and its counsel Subsidiaries, that none of the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, supplied or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the holders of HNC Common Stock entitled to vote S-4 Registration Statement will, at the HNC Shareholders Meeting hereof at time the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger S-4 Registration Statement contains becomes effective under the Securities Act, contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the stockholders of each of Parent and the Company and at the time of the Parent Stockholder Meeting, or any adjournment or postponement thereof, 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 were made, not misleading. In such eventThe Company and Parent will cause the S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act. (c) The Company, HNC Parent and Merger Sub shall cooperate with FNFG each other in the preparation of a supplement or amendment to such the S-4 Registration Statement, including the Proxy Statement-/Prospectus that corrects such misstatement or omissionrequired hereunder. Each of Parent, Merger Sub and FNFG the Company and their respective counsels shall file an amended Merger be given a reasonable opportunity to review and comment upon the Proxy Statement/Prospectus and the S-4 Registration Statement prior to the filing thereof with the SEC, and HNC shall mail an amended provide any comments thereon as soon as reasonably practicable. Each party shall promptly notify the other party and its counsel of the time when the S-4 Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any written comments or other material communications such party or its counsel receives from time to time from the SEC or its staff with respect to the S-4 Registration Statement or the Proxy Statement-/Prospectus, and shall provide the other party with copies of any written responses to and telephonic notification of any material verbal responses received from the SEC or its staff by such party or its counsel with respect to the S-4 Registration Statement or the Proxy Statement/Prospectus. If at any time prior to the time the Requisite Company Stockholder Vote is obtained, any party shall become aware of the occurrence of any event or other circumstance relating to it or any of its Subsidiaries as to which an amendment or supplement to the S-4 Registration Statement or the Proxy Statement/Prospectus shall be required, such party shall promptly notify the other party and Parent and the Company each shall use its reasonable best efforts to promptly prepare and file with the SEC such amendment or supplement and promptly thereafter mail the Proxy Statement/Prospectus to the HNC shareholdersstockholders of each of Parent and the Company to the extent legally required. (d) Subject to Section 6.10(e), Parent shall (X) take all action necessary in accordance with the DGCL and the Parent Organization Documents to set the record date for determining the Parent Stockholders entitled to attend a meeting of the Parent Stockholders, and duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the S-4 Registration Statement is declared effective by the SEC for the purpose of obtaining the Requisite Parent Stockholder Vote (such meeting or any adjournment or postponement thereof, the “Parent Stockholder Meeting”) to approve (a) the issuance of the shares of Parent Common Stock issuable pursuant to this Agreement, (b) the approval of the Ruthigen Executive Employment Agreements including the grant of Parent’s restricted stock units to H▇▇▇▇▇ ▇▇▇▇▇ and Sameer Harish, (c) approval of an amendment to the amended and restated certificate of incorporation of Parent and confirm and ratify the amendment to the restated bylaws of Parent to declassify the board of directors of Parent, (d) an amendment to the Parent Stock Option Plan to increase the number of shares of Parent Common Stock reserved thereunder to 6,853,319 shares of Parent Common Stock, and (e) such other proposals submitted to the vote of the Parent Stockholders in the Proxy Statement (collectively, the “Parent Voting Matters”), and (Y) use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby and include its Recommendation in the Proxy Statement/Prospectus. The Parent will not withdraw or modify the Recommendation without good cause. (e) Notwithstanding Section 6.10(a), (b), (c) or (d), if on a date for which the Parent Stockholder Meeting is scheduled (the “Original Date”), Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Requisite Parent Stockholder Vote, whether or not a quorum is present, Parent shall have the right to postpone or adjourn the Parent Stockholders Meeting to a date which shall not be more than 45 days after the Original Date. If requested by FNFGParent continues not to receive proxies representing a sufficient number of shares of Parent Common Stock to obtain the Requisite Parent Stockholder Vote, HNC shall obtain whether or not a “comfort” letter from its independent certified public accountantquorum is present, dated Parent may make one or more successive postponements or adjournments of the Parent Stockholder Meeting as of long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this subsection but not later than the End Date without the consent of Parent and the Company. In the event that the Parent Stockholder Meeting is adjourned or postponed as a result of applicable Law, including the need to supplement the Proxy Statement-Prospectus and updated as , any days resulting from such adjournment or postponement shall not be included for purposes of the date calculations of consummation numbers of the Merger, with respect days pursuant to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Mergerthis Section 6.10.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG BMBC Common Stock to be offered to holders of HNC MCBI Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC MCBI Shareholders Meeting, FNFG BMBC shall draft and prepare, and HNC MCBI shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC MCBI shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG BMBC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG BMBC and HNC MCBI shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC MCBI and FNFG BMBC shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC MCBI shareholders. FNFG BMBC shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC MCBI shall furnish all information concerning HNC MCBI and the holders of HNC MCBI Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC MCBI shall provide FNFG BMBC with any information concerning itself that FNFG BMBC may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG BMBC shall notify HNC MCBI promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC MCBI promptly copies of all correspondence between FNFG BMBC or any of their representatives and the SEC. FNFG BMBC shall give HNC MCBI and its counsel the reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC MCBI and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG BMBC and HNC MCBI agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC MCBI Common Stock entitled to vote at the HNC MCBI Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC MCBI and FNFG BMBC shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC MCBI shall cooperate with FNFG BMBC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG BMBC shall file an amended Merger Registration Statement with the SEC, and HNC MCBI shall mail an amended Proxy Statement-Prospectus to the HNC MCBI shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For Each of the purposes Pypo Parties shall use commercially reasonable efforts to provide promptly to Middle Kingdom such information concerning its business affairs and financial statements as may reasonably be required for inclusion in the Proxy Statement/Prospectus (xexcept that the Pypo Parties will only provide three (3) years of registering FNFG Common Stock to be offered to holders of HNC Common Stock selected financial data in connection with the Merger with Proxy Statement/Prospectus and the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Form S-4 Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus or in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto), being herein referred to as shall direct that its counsel cooperate with Middle Kingdom’s counsel in the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, /Prospectus and FNFG the Form S-4 Registration Statement and shall notify HNC promptly request the cooperation of Middle Kingdom’s auditors in the receipt preparation of any comments of the SEC with respect to the Proxy Statement-/Prospectus and the Form S-4 Registration Statement. None of any requests the information supplied or to be supplied by or on behalf of the SEC Pypo Parties for any amendment inclusion or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on incorporate by reference in the Proxy Statement-/Prospectus prior to its being and the Form S-4 Registration Statement will, at the time the Proxy Statement/Prospectus or the Form S-4 Registration Statement is filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that effective under the Proxy Statement-Prospectus or the Merger Registration Statement contains Securities Act, contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading. If any information provided by the Pypo Parties is discovered or any event occurs with respect to any of the Pypo Parties, or any change occurs with respect to the other information provided by the Pypo Parties included in the Proxy Statement/Prospectus or the Form S-4 Registration Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or Form S-4 Registration Statement so that such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In , the Pypo Parties shall notify Middle Kingdom promptly of such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as reasonably practicable following the purposes (x) date of registering FNFG Common Stock this Agreement, the Parent shall prepare and file with the SEC a proxy statement to be offered sent to holders the stockholders of HNC Common Stock each of the Parent and the Company relating to the meeting of the stockholders, as applicable, and a Registration Statement on Form S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the Merger with the SEC under the Securities Act issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger or a newly filed S-8 Registration Statement, including as applicable), of which such proxy statement will form a combined part (such proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking lawsconstituting a part thereof, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-/Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC Company and the holders of HNC Common Stock as may Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be reasonably requested in connection filed by the Parent with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request the SEC in connection with the drafting Offer and the other transactions contemplated hereby including the S-1 Registration Statement and S-3 Registration Statement (the “Other Filings”) as required by the 1933 Act or the United States Exchange Act; provided, however, that the Series B Warrants and the Series B Warrant Shares shall not be included on the S-4 Registration Statement but shall be included on an S-1 Registration Statement or S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the Noteholder will be registered on the S-4 Registration Statement; provided, however, that the Series B Warrants and the Series B Warrant Shares will not be included in the S-4 Registration Statement but will be included on an S-1 Registration Statement or S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer and the terms of such registration shall be acceptable to the Noteholder. The S-4 Registration Statement shall amend the previously filed Registration Statement on Form S-4 filed by the Parent with the SEC on May 28, 2020. The Parent and the Company shall cooperate with each other in connection with the preparation of the S-4 Registration Statement, the Proxy Statement-Prospectus, /Prospectus and FNFG any Other Filings. Each Party shall as promptly as reasonably practicable notify HNC promptly the other Party of the receipt of any oral or written comments from the staff of the SEC with respect on the S-4 Registration Statement or any Other Filing. The Parent and the Company shall also use their reasonable commercially reasonable efforts to satisfy prior to the effective date of the S-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Offer and to consummate the other transactions contemplated hereby. (b) The Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement-/Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the S-4 Registration Statement and Proxy Statement/Prospectus and of any requests by the SEC for or any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being is filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to or the Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be is first mailed to the holders of HNC Common Stock entitled to vote Parent Stockholders, at the HNC Shareholders time of the Parent Meeting hereof and at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains Effective Time, contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements contained made therein, in light of the circumstances under which they were made, not misleading. In The Company represents, covenants and agrees that the information provided by the Company to the Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such eventinformation not misleading. Notwithstanding the foregoing, HNC the Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement and Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement/Prospectus to be mailed to Parent Stockholders as promptly as practicable after the SEC declares the S-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 7.13. If any event relating to the Parent or the Company occurs, or if the Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then the Parent or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with FNFG one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. No filing of, or amendment or supplement to, the S-4 Registration Statement and/or Proxy Statement/Prospectus will be made by the Parent without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The Company shall reasonably cooperate with the Parent and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Parent and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger S-4 Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of and/or the Proxy Statement-/Prospectus and updated as or reasonably requested from the Parent to be included in the S-4 Registration Statement and/or the Proxy Statement/Prospectus. The information provided by the Company to be included in the S-4 Registration Statement and/or the Proxy Statement/Prospectus shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the date of consummation circumstances under which they were made, not misleading. (d) The Obligations of the MergerParent and Company described in this Section 7.13 shall apply to the Form S-1 Registration Statement and S-3 Registration Statement, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Mergermutatis mutandum.

Proxy Statement/Prospectus. 8.2.1. For As promptly as reasonably practicable after the purposes (x) date of registering FNFG Common Stock this Agreement, Parent and the Company shall prepare and the Company shall cause to be offered to holders of HNC Common Stock in connection filed with the Merger with SEC, the SEC under Proxy Statement/Prospectus, which shall be included in the Securities Act Form F-4, for the purpose of calling the Company Stockholders’ Meeting to obtain the Company Stockholder Approval (such Proxy Statement/Prospectus, as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement. No filing of, or amendment or supplement, the Proxy Statement/Prospectus will made by Parent or the Company without providing the other party a reasonable opportunity to review and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC comment thereon. The parties shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG /Prospectus in a timely fashion and HNC shall use their respective reasonable best efforts to have assist the Merger Registration Statement declared effective under Company in having the Securities Act Proxy Statement/Prospectus cleared by the SEC as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus . If at any time prior to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with Effective Time any information concerning itself that FNFG may reasonably request relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect an amendment or supplement to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with/Prospectus, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware so that the Proxy Statement-/Prospectus or the Merger Registration Statement contains would not include any untrue statement misstatement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were are made, not misleading, the party that 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 stockholders of Parent and the Company. In such event, HNC The Company shall cooperate with FNFG in notify Parent promptly of the preparation time of a supplement the receipt of any comments from the SEC and of any request by the SEC for amendments or amendment supplements to such the Proxy Statement-/Prospectus that corrects such misstatement or omission, for additional information. Each party shall provide the other party with copies of all written correspondence and FNFG shall file an amended Merger Registration Statement with a summary of all oral communication between it and the SEC, and HNC shall mail an amended SEC relating to the Proxy Statement-Prospectus /Prospectus. The Company shall use reasonable best efforts to respond to any comments by the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date SEC in respect of the Proxy Statement-/Prospectus and updated to have such document cleared by the SEC as promptly as practicable after filing. The Proxy Statement/Prospectus shall comply in all material respects with all applicable requirements of Law. The Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the stockholders of the Company at the earliest practicable date of consummation of after the MergerForm F-4 shall have become effective. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, with respect (i) the Company shall use reasonable best efforts to certain financial information regarding HNChave any such amendment or supplement cleared for mailing, in form to the extent necessary, to its stockholders as promptly as practicable after such filing and substance that is customary in transactions (ii) the Company shall use reasonable best efforts to have any such as amendment or supplement mailed to its stockholders at the Mergerearliest practicable date.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (xi) of registering FNFG Penns ▇▇▇▇▇ Common Stock to be offered to holders of HNC Luzerne Common Stock in connection with the Merger with the SEC under the Securities Act and (yii) of holding the HNC Shareholders Luzerne Shareholders’ Meeting and the Penns ▇▇▇▇▇ Shareholders’ Meeting, FNFG Penns ▇▇▇▇▇ shall draft and prepare, and HNC Luzerne shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC Luzerne shareholders and the Penns ▇▇▇▇▇ shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG Penns ▇▇▇▇▇ shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG Penns ▇▇▇▇▇ and HNC Luzerne shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC Luzerne and FNFG Penns ▇▇▇▇▇ shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC Luzerne shareholders and the Penns ▇▇▇▇▇ shareholders. FNFG Penns ▇▇▇▇▇ shall also use its best commercially reasonable efforts to obtain all necessary state securities law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC Luzerne shall furnish all information concerning HNC Luzerne and the holders of HNC Luzerne Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC (b) Luzerne shall provide FNFG Penns ▇▇▇▇▇ with any information concerning itself that FNFG Penns ▇▇▇▇▇ may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG Penns ▇▇▇▇▇ shall notify HNC Luzerne promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC Luzerne promptly copies of all correspondence between FNFG Penns ▇▇▇▇▇ or any of their its representatives and the SEC. FNFG Penns ▇▇▇▇▇ shall give HNC Luzerne and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC Luzerne and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG Penns ▇▇▇▇▇ and HNC Luzerne agrees to use all commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Luzerne Common Stock entitled to vote at the HNC Luzerne Shareholders Meeting hereof and to the holders of the Penns ▇▇▇▇▇ Common Stock entitled to vote at the Penns ▇▇▇▇▇ Shareholders Meeting at the earliest practicable time. 8.2.3. HNC (c) Luzerne and FNFG Penns ▇▇▇▇▇ shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC Luzerne shall cooperate with FNFG Penns ▇▇▇▇▇ in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG Penns ▇▇▇▇▇ shall file an amended Merger Registration Statement with the SEC, and HNC Luzerne shall mail an amended Proxy Statement-Prospectus to the HNC Luzerne shareholders and Penns ▇▇▇▇▇ shall mail an amended Proxy Statement-Prospectus to the Penns ▇▇▇▇▇ shareholders. If requested by FNFGPenns ▇▇▇▇▇, HNC Luzerne shall obtain a “comfort” letter from its independent certified registered public accountantaccounting firm, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNCLuzerne, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For As soon as practicable following the purposes (x) consummation of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection with the Merger Offer, Parent and the Company shall prepare and file with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG /Prospectus and HNC each shall use their its best efforts to have the Merger Registration Statement declared effective under Proxy Statement/Prospectus cleared by the Securities Act SEC as promptly as practicable. As soon as practicable after following such filingclearance Parent shall prepare and file with the SEC the Registration Statement, and each of HNC and FNFG shall thereafter promptly mail which the Proxy Statement-/Prospectus to the HNC shareholders. FNFG will form a part, and shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out have the transactions contemplated Registration Statement declared effective by this Agreement, and HNC shall furnish all information concerning HNC the SEC as promptly as practicable thereafter. Parent and the holders of HNC Common Stock as may be reasonably requested Company shall cooperate with each other in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-/Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect each will provide to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC other promptly copies of all correspondence between FNFG it or any of their its representatives and the SEC. FNFG Each of the Company and Parent shall give HNC furnish all information concerning it required to be included in the Registration Statement and its counsel the opportunity to review and comment on the Proxy Statement/Prospectus, and as promptly as practicable after the effectiveness of the Registration Statement, the Proxy Statement/Prospectus will be mailed to the stockholders of the Company and Parent. No amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus will be made without the approval of each of the Company and Parent, which approval will not be unreasonably withheld or delayed. Each of the Company and Parent will advise the other promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any amend- 0139329.08-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements 01S2a 63 ment thereto or any supplement or amendment to the Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed withhas been filed, or sent tothe issuance of any stop order, or the SEC. Each suspension of FNFG and HNC agrees the qualification of the Parent Common Stock to use all reasonable effortsbe issued in the Merger for offering or sale in any jurisdiction, after consultation with the other party hereto, to respond promptly to all such comments or of and requests any request by the SEC and to cause or the NYSE for amendment of the Registration Statement or the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time/Prospectus. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as reasonably practicable following the purposes date of this Agreement, and no later than 30 days after the execution of this Agreement, Parent shall prepare and file with the SEC a proxy statement relating to the Parent Stockholders’ Meeting, and a Registration Statement on Form S-4 (xincluding a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the issuance of registering FNFG shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”), and each of Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be offered to holders of HNC Common Stock filed with the SEC in connection with the Merger with and other transactions contemplated hereby (the SEC under “Other Filings”) as required by the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and or the Exchange Act, . Parent and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together Company shall cooperate with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request other in connection with the drafting preparation and preparation filing of the S-4 Registration Statement, the Proxy Statement-Prospectus, /Prospectus and FNFG any Other Filings. Each Party shall as promptly as reasonably practicable notify HNC promptly the other Party of the receipt of any oral or written comments from the staff of the SEC with respect on the S-4 Registration Statement or any Other Filing. Parent and Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the S-4 Registration Statement all necessary state securities Legal Requirements or “blue sky” notice requirements in connection with the Merger and to consummate the other transactions contemplated hereby. (b) Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement-/Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the S-4 Registration Statement and Proxy Statement/Prospectus and of any requests by the SEC for or any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being is filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to or the Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be is first mailed to the holders stockholders of HNC Common Stock entitled to vote Parent, at the HNC Shareholders time of the Parent Stockholders’ Meeting hereof and at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains Effective Time contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements contained made therein, in light of the circumstances under which they were made, not misleading. In such eventCompany represents, HNC shall cooperate with FNFG covenants and agrees that the information provided by Company or its Subsidiaries to Parent for inclusion in the preparation S-4 Registration Statement and/or the Proxy Statement/Prospectus (including the Company Financials) will not contain any untrue statement of a supplement material fact or amendment omit to state any material fact required to be stated therein or necessary in order to make such information and the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement-/Prospectus that corrects such misstatement or omission(and the letter to stockholders, notice of meeting and FNFG form of proxy included therewith), if any, based on information furnished in writing by Company specifically for inclusion therein. Company and its legal counsel shall file an amended Merger be given reasonable opportunity to review and comment on the S-4 Registration Statement Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and HNC on the response to any comments from the SEC prior to the filing thereof with the SEC. Each of the Parties shall mail an amended use commercially reasonable efforts to cause the S-4 Registration Statement and Proxy Statement-/Prospectus to comply with the HNC shareholders. If requested applicable rules and regulations promulgated by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as the SEC and to respond promptly to any comments of the date SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause (i) the S-4 Registration Statement to be declared effective as soon as possible, and (ii) the Proxy Statement-/Prospectus to be mailed to Parent’s stockholders as promptly as practicable after the SEC declares the S-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party and updated such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.01. If any event relating to Parent or Company occurs, or if Parent or Company becomes aware of any information, that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then Parent or Company, as applicable, shall promptly inform the other party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the S-4 Registration Statement and/or Proxy Statement/Prospectus will be made by Parent without the prior written Consent of Company, which shall not be unreasonably withheld, conditioned or delayed. (c) Company shall reasonably cooperate with Parent and provide, and cause its Representatives, advisors, accountants and attorneys to provide, Parent and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding Company that is required by law to be included in the S-4 Registration Statement and/or the Proxy Statement/Prospectus or reasonably requested from Company to be included in the S-4 Registration Statement and/or the Proxy Statement/Prospectus. The information provided by the Company to be included in the S-4 Registration Statement and/or the Proxy Statement/Prospectus shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the date of consummation of the Mergercircumstances under which they were made, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Mergernot misleading.

Proxy Statement/Prospectus. 8.2.1. For As soon as practicable following the purposes (x) execution of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection with this Agreement, Parent and the Merger Company shall prepare and file with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG /Prospectus and HNC each shall use their its reasonable best efforts to have the Merger Registration Statement declared effective under Proxy Statement/Prospectus filed on or before November 11, 1997 and to be cleared by the Securities Act SEC as promptly as practicable after thereafter. As soon as practicable following such filingclearance Parent shall prepare and file with the SEC the Registration Statement, and each of HNC and FNFG shall thereafter promptly mail which the Proxy Statement-/Prospectus to the HNC shareholders. FNFG 38 will form a part, and shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out have the transactions contemplated Registration Statement declared effective by this Agreement, and HNC shall furnish all information concerning HNC the SEC as promptly as practicable thereafter. Parent and the holders of HNC Common Stock as may be reasonably requested Company shall cooperate with each other in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-/Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect each will provide to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC other promptly copies of all correspondence between FNFG it or any of their its representatives and the SEC. FNFG Each of the Company and Parent shall give HNC furnish all information concerning it required to be included in the Registration Statement and its counsel the opportunity to review and comment on the Proxy Statement-/Prospectus, and as promptly as practicable after the effectiveness of the Registration Statement, the Proxy Statement/Prospectus prior will be mailed to its being filed with the SEC stockholders of the Company and shall give HNC Parent. No amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus will be made without the approval of each of the Company and its counsel Parent, which approval will not be unreasonably withheld or delayed. Each of the opportunity to review Company and comment on all amendments and supplements Parent will advise the other promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any amendment thereto or any supplement or amendment to the Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed withhas been filed, or sent tothe issuance of any stop order, or the SEC. Each suspension of FNFG and HNC agrees the qualification of the Parent Common Stock to use all reasonable effortsbe issued in the Merger for offering or sale in any jurisdiction, after consultation with the other party hereto, to respond promptly to all such comments or of and requests any request by the SEC and to cause or the NYSE for amendment of the Registration Statement or the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time/Prospectus. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG ESSA Common Stock to be offered to holders of HNC First Star Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HNC First Star Shareholders Meeting, FNFG ESSA shall draft and prepare, and HNC First Star shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC First Star shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG ESSA shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG ESSA and HNC First Star shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC First Star and FNFG ESSA shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC First Star shareholders. FNFG ESSA shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC First Star shall furnish all information concerning HNC First Star and the holders of HNC First Star Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC First Star shall provide FNFG ESSA with any information concerning itself that FNFG ESSA may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG ESSA shall notify HNC First Star promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC First Star promptly copies of all correspondence between FNFG ESSA or any of their representatives and the SEC. FNFG ESSA shall give HNC First Star and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC First Star and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG ESSA and HNC First Star agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC First Star Common Stock entitled to vote at the HNC First Star Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC First Star and FNFG ESSA shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC First Star shall cooperate with FNFG ESSA in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG ESSA shall file an amended Merger Registration Statement with the SEC, and HNC First Star shall mail an amended Proxy Statement-Prospectus to the HNC First Star shareholders. If requested by FNFGESSA, HNC First Star shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNCFirst Star, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1Registration Statement; -------------------------------------------------- Other Filings. For As promptly as practicable after the purposes (x) execution of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection with this Agreement, the Merger Company will prepare and file with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Proxy Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules Parent will prepare and regulations thereunder (such proxy statement/prospectus file with the SEC the Registration Statement in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including which the Proxy Statement-Prospectus, with the SECStatement will be included as a prospectus. Each of FNFG the Company and HNC shall the Parent will respond to any comments of the SEC and will use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail . The Company will cause the Proxy Statement-Prospectus Statement to be mailed to its stockholders at the earliest practicable time. As promptly as practicable after the date of this Agreement, the Company and the Parent will prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal, foreign or state securities laws relating to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits Merger and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and Agreement (the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2"Other Filings"). HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with Each party will notify the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC other party promptly of upon the receipt of any comments of from the SEC with respect to the Proxy Statement-Prospectus or its staff and of any requests request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any amendment or supplement thereto Other Filing or for additional information and shall provide to HNC promptly will supply the other party with copies of all correspondence between FNFG such party or any of their representatives its representatives, on the one hand, and the SEC. FNFG shall give HNC and SEC or its counsel staff or any other government officials, on the opportunity other hand, with respect to review and comment on the Registration Statement, the Proxy Statement-Prospectus prior to its being filed , the Merger or any Other Filing. From and after the date of this Agreement until the Effective Time, the Parent and the Company shall file with the SEC when due all reports required to be filed pursuant to Section 13 or 15(d) of the Exchange Act, and the Parent shall give HNC and its counsel make available to the opportunity Company's stockholders such information as may be required in connection with their election as to review and comment on all amendments and supplements the form of Merger Consideration. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees Registration Statement or any Other Filing or to use all reasonable effortsbe made available to the Company's stockholders in connection with such election, after consultation with the Company or the Parent, as the case may be, will promptly inform the other party hereto, to respond promptly to all of such comments of occurrence and requests by cooperate in filing with the SEC and or its staff or any other government officials, and/or mailing to cause stockholders of the Company, such amendment, supplement or information. The Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed Statement will also include the recommendations of the Board of Directors of the Company in favor of approval of this Agreement (except that the Board of the Company may withdraw, modify or refrain from making such recommendation to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware extent that the Proxy Statement-Prospectus or Board determines in good faith, after consulting with outside legal counsel, that the Merger Registration Statement contains any untrue statement of a material fact or omits Board's fiduciary duties under applicable law require it to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Mergerdo so).

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes (x) of registering FNFG 1855 Bancorp's Common Stock to be offered issued to holders of HNC Sandwich Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws and (y) of holding the HNC Shareholders MeetingSandwich shareholders' meeting, FNFG shall draft 1855 Bancorp and prepare, and HNC Sandwich shall cooperate in the preparation ofof a registration statement (such registration statement, together with all and any amendments and supplements thereto, being herein referred to as the "Merger Registration Statement"), including a combined proxy statement and statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Sandwich to the HNC Sandwich shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). FNFG 1855 Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of FNFG 1855 Bancorp and HNC Sandwich shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG Sandwich shall thereafter promptly mail the Proxy Statement-Statement- Prospectus to the HNC shareholdersits stockholders. FNFG 1855 Bancorp shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC Sandwich shall furnish all information concerning HNC Sandwich and the holders of HNC Sandwich Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC 8.2.2 The parties shall provide FNFG each other with any information concerning itself that FNFG the other party may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, Prospectus and FNFG 1855 Bancorp shall notify HNC Sandwich promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Statement- Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC Sandwich promptly copies of all correspondence between FNFG 1855 Bancorp or any representative of their representatives 1855 Bancorp and the SEC. FNFG 1855 Bancorp shall give HNC Sandwich and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus Statement -Prospectus prior to its being filed with the SEC and shall give HNC Sandwich and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG 1855 Bancorp and HNC Sandwich agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Sandwich Common Stock entitled to vote at the HNC Shareholders Sandwich Stockholders Meeting referred to in Section 81 hereof at the earliest practicable time. 8.2.3. HNC 8.2.3 Sandwich and FNFG 1855 Bancorp shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC Sandwich and 1855 Bancorp shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that which corrects such misstatement or omission, and FNFG shall file cause an amended Merger Registration Statement to be filed with the SEC, SEC and HNC shall mail an amended Proxy Statement-Prospectus to be mailed to Sandwich's stockholders. Sandwich and 1855 Bancorp shall each provide to the HNC shareholders. If requested by FNFG, HNC shall obtain other a “"comfort” " letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNCSandwich and 1855 Bancorp, respectively, each in form and substance that which is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as practicable after the purposes (x) date of registering FNFG Common Stock this Agreement, Fresh Vine, with the reasonable cooperation of the Company, shall prepare and cause to be offered to holders of HNC Common Stock filed with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included, in connection with the Merger with the SEC registration under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Consideration. The initial filing with the SEC of the Registration Statement, including Proxy Statement/Prospectus, shall occur on or before March 29, 2024 (subject to a combined proxy statement ten (10) Business Day extension upon delivery of a written request therefor by either the Company or Fresh Vine to the other); provided, however, that such timing is subject to and prospectus satisfying all applicable requirements of applicable state securities conditioned upon the Company cooperating with Fresh Vine and banking laws, providing to Fresh Vine in a timely manner such information and of disclosures regarding the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus Company required to be included in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, Statement (including the Proxy Statement-/Prospectus, ) in order for it to (i) comply as to form with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filingSEC requirements, and each (ii) in Fresh Vine’s reasonable determination, not contain untrue statements of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits omit to state a material fact facts required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they will be made, not misleading.. Each of Fresh Vine and the Company shall use their commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal, state, securities and other applicable Laws in connection with the issuance of the Merger Consideration pursuant to the Merger. Each of the Parties shall furnish all information concerning itself and its Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement/Prospectus. (b) Fresh Vine covenants and agrees that the Registration Statement (and the letter to Fresh Vine’s shareholders, notice of the Fresh Vine Shareholder Meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the requirements of applicable U.S. federal securities Laws and the Nevada Revised Statutes, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. In The Company covenants and agrees that the information supplied, or to be supplied, by or on behalf of the Company to Fresh Vine for inclusion in the Registration Statement (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such eventinformation, HNC in light of the circumstances in which they were made, not misleading. Notwithstanding the foregoing, Fresh Vine makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to Fresh Vine shareholders, notice of the Fresh Vine Shareholder Meeting and form of proxy included therewith), if any, based on information provided by the Company or any of its Representatives for inclusion therein. (c) Fresh Vine shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to Fresh Vine’s shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. If Fresh Vine, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with FNFG such other Parties in Fresh Vine filing such amendment or supplement to the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of or the Proxy Statement-/Prospectus with the SEC and, if appropriate, in mailing such amendment or supplement to the Fresh Vine shareholders. (d) The Company shall reasonably cooperate with Fresh Vine and updated as provide, and cause its Representatives to provide, Fresh Vine and its Representatives, with all true, correct and complete information regarding the Company that is required by Law to be included in the Registration Statement and the Proxy Statement/Prospectus or reasonably requested by Fresh Vine to be included therein. Without limiting the foregoing, the Company will use commercially reasonable efforts to cause to be delivered to Fresh Vine a letter of the Company’s independent accounting firm, dated no more than two (2) Business Days before the date of consummation of on which the Merger, with respect to certain financial information regarding HNC, Registration Statement becomes effective (and reasonably satisfactory in form and substance to Fresh Vine), that is customary in transactions such scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (e) As promptly as practicable following the date of this Agreement: (i) the Company will furnish to Fresh Vine audited financial statements for each of its fiscal years required to be included in the Registration Statement under the Securities Act (the “Company Audited Financial Statements”); and (ii) the Company will furnish to Fresh Vine unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement under the Securities Act, if any, or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Exchange Act (the “Company Interim Financial Statements”). Each of the Company Audited Financial Statements and the Company Interim Financial Statements will be suitable for inclusion in the Registration Statement and prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in shareholders’ equity, and cash flows of the Company as of the dates of and for the periods referred to in the Company Audited Financial Statements or the Company Interim Financial Statements, as the Mergercase may be.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (xi) of registering FNFG Juniata Common Stock to be offered to holders of HNC Liverpool Common Stock in connection with the Merger with the SEC under the Securities Act and (yii) of holding the HNC Shareholders Liverpool Shareholders’ Meeting, FNFG Juniata shall draft and prepare, and HNC Liverpool shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC Liverpool shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG Juniata shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG Juniata and HNC Liverpool shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC Liverpool and FNFG Juniata shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC Liverpool shareholders. FNFG Juniata shall also use its best commercially reasonable efforts to obtain all necessary state securities law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC Liverpool shall furnish all information concerning HNC Liverpool and the holders of HNC Liverpool Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC (b) Liverpool shall provide FNFG Juniata with any information concerning itself that FNFG Juniata may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG Juniata shall notify HNC Liverpool promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC Liverpool promptly copies of all correspondence between FNFG Juniata or any of their its representatives and the SEC. FNFG Juniata shall give HNC Liverpool and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC Liverpool and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG Juniata and HNC Liverpool agrees to use all commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Liverpool Common Stock entitled to vote at the HNC Liverpool Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC (c) Liverpool and FNFG Juniata shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC Liverpool shall cooperate with FNFG Juniata in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG Juniata shall file an amended Merger Registration Statement with the SEC, and HNC Juniata and Liverpool shall mail an amended Proxy Statement-Prospectus to the HNC Liverpool shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Buyer Common Stock to be offered issued to holders of HNC Seller's Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws and (y) of holding the HNC Shareholders MeetingSeller shareholders' meeting, FNFG shall draft Buyer and prepare, and HNC Seller shall cooperate in the preparation ofof a registration statement (such registration statement, together with all and any amendments and supplements thereto, being herein referred to as the Merger "Registration Statement"), including a combined proxy statement and statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Seller to the HNC Seller shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). FNFG Buyer shall promptly prepare and file with the Merger SEC the Registration Statement, including in which the Proxy Statement-Prospectus, with the SECProspectus will be included as a prospectus. Each of FNFG Buyer and HNC Seller shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC Seller and FNFG Buyer shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholdersits respective stockholders. FNFG Buyer shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC Seller shall furnish all information concerning HNC Seller and the holders of HNC Seller Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC Seller and Buyer shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall each promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC Seller and Buyer shall cooperate with FNFG in the preparation of a supplement or amendment to such the Proxy Statement-Prospectus that Prospectus, which corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement cause the same to be filed with the SEC, FDIC and HNC shall mail an amended Proxy Statement-Prospectus the SEC and distributed to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as stockholders of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the MergerSeller.

Proxy Statement/Prospectus. 8.2.1. For As soon as practicable following the purposes (x) consummation of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection with the Merger Offer, Parent and the Company shall prepare and file with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG /Prospectus and HNC each shall use their its best efforts to have the Merger Registration Statement declared effective under Proxy Statement/Prospectus cleared by the Securities Act SEC as promptly as practicable. As soon as practicable after following such filingclearance Parent shall prepare and file with the SEC the Registration Statement, and each of HNC and FNFG shall thereafter promptly mail which the Proxy Statement-/Prospectus to the HNC shareholders. FNFG will form a part, and shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out have the transactions contemplated Registration Statement declared effective by this Agreement, and HNC shall furnish all information concerning HNC the SEC as promptly as practicable thereafter. Parent and the holders of HNC Common Stock as may be reasonably requested Company shall cooperate with each other in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-/Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect each will provide to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC other promptly copies of all correspondence between FNFG it or any of their its representatives and the SEC. FNFG Each of the Company and Parent shall give HNC furnish all information concerning it required to be included in the Registration Statement and its counsel the opportunity to review and comment on the Proxy Statement-/Prospectus, and as promptly as practicable after the effectiveness of the Registration Statement, the Proxy Statement/Prospectus prior will be mailed to its being filed with the SEC stockholders of the Company and shall give HNC Parent. No amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus will be made without the approval of each of the Company and its counsel Parent, which approval will not be unreasonably withheld or delayed. Each of the opportunity to review Company and comment on all amendments and supplements Parent will advise the other promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any amend- ment thereto or any supplement or amendment to the Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed withhas been filed, or sent tothe issuance of any stop order, or the SEC. Each suspension of FNFG and HNC agrees the qualification of the Parent Common Stock to use all reasonable effortsbe issued in the Merger for offering or sale in any jurisdiction, after consultation with the other party hereto, to respond promptly to all such comments or of and requests any request by the SEC and to cause or the NYSE for amendment of the Registration Statement or the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time/Prospectus. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For (a) As soon as practicable after the purposes execution of this Agreement, ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore shall mutually cooperate in jointly preparing and filing with the United States Securities and Exchange Commission (xthe "Commission") of registering FNFG a proxy statement and prospectus on the appropriate form of registration statement required under the Securities Act of 1933 (the "Proxy ---------------------- Statement/Prospectus"). The Proxy Statement/Prospectus shall constitute a disclosure document for the offer and issuance of the shares of Explore Common Stock to be offered to received by the holders of HNC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) capital stock of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate ▇▇▇▇▇▇▇▇▇.▇▇▇ in the preparation of, Acquisition and for the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the other transactions contemplated by this Agreement. As promptly as practicable after comments, if any, are received from the Commission with respect to such Proxy Statement/Prospectus and HNC shall furnish after the furnishing by ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore of all information concerning HNC required to be contained therein, ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore shall prepare and file with the holders of HNC Common Stock as may Commission the Registration Statement, in which the Proxy Statement/Prospectus shall be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request included, in connection with the drafting and preparation registration under the Securities Act of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly shares of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto Explore Common Stock to be mailed issued to the holders of HNC the capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ pursuant to the Acquisition. Explore and ▇▇▇▇▇▇▇▇▇.▇▇▇ shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of Explore Common Stock entitled pursuant to vote at the HNC Shareholders Meeting hereof at Acquisition. As promptly as practicable after the earliest practicable timeRegistration Statement shall have become effective, Explore and ▇▇▇▇▇▇▇▇▇. 8.2.3. HNC and FNFG ▇▇▇ shall promptly notify the other party if at any time it becomes aware that each mail or cause to be mailed the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-/Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Mergertheir respective Shareholders.

Proxy Statement/Prospectus. 8.2.1. For (a) As soon as practicable after the purposes execution of this Agreement, ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore shall mutually cooperate in jointly preparing and filing with the United States Securities and Exchange Commission (xthe "Commission") of registering FNFG a proxy statement and prospectus on the appropriate form of registration statement required under the Securities Act of ----------------- 1933 (the "Proxy Statement/Prospectus"). The Proxy ---- Statement/Prospectus shall constitute a disclosure document for the offer and issuance of the shares of Explore Common Stock to be offered to received by the holders of HNC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) capital stock of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate ▇▇▇▇▇▇▇▇▇.▇▇▇ in the preparation of, Acquisition and for the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the other transactions contemplated by this Agreement. As promptly as practicable after comments, if any, are received from the Commission with respect to such Proxy Statement/Prospectus and HNC shall furnish after the furnishing by ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore of all information concerning HNC required to be contained therein, ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore shall prepare and file with the holders of HNC Common Stock as may Commission the Registration Statement, in which the Proxy Statement/Prospectus shall be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request included, in connection with the drafting and preparation registration under the Securities Act of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly shares of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto Explore Common Stock to be mailed issued to the holders of HNC the capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ pursuant to the Acquisition. Explore and ▇▇▇▇▇▇▇▇▇.▇▇▇ shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of Explore Common Stock entitled pursuant to vote at the HNC Shareholders Meeting hereof at Acquisition. As promptly as practicable after the earliest practicable timeRegistration Statement shall have become effective, Explore and ▇▇▇▇▇▇▇▇▇. 8.2.3. HNC and FNFG ▇▇▇ shall promptly notify the other party if at any time it becomes aware that each mail or cause to be mailed the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-/Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Mergertheir respective Shareholders.

Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as reasonably practicable following the purposes (x) of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection with the Merger with the SEC under the Securities Act date hereof, Buyer and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC Company shall cooperate in preparing and each shall cause to be filed with the preparation of, the Merger Registration Statement, including a combined Commission mutually acceptable proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG materials that shall file the Merger Registration Statement, including constitute the Proxy Statement-Prospectus, /Prospectus and Buyer shall prepare and file with the SECCommission the Form S-4. The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's prospectus. Each of FNFG Buyer and HNC Company shall use their best its commercially reasonable efforts to have the Merger Registration Statement Proxy Statement/Prospectus cleared by the Commission and the Form S-4 declared effective under by the Securities Act Commission as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer and Company shall, as promptly as practicable after such filingreceipt thereof, provide the other party with copies of any written comments, and advise each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC shall furnish all information concerning HNC and the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly of the receipt other of any comments of the SEC oral comments, with respect to the Proxy Statement-/Prospectus or Form S-4 received from the Commission. The parties shall cooperate and of any requests by provide the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HNC and its counsel the other party with a reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements any amendment or supplement to the Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments the Form S-4 prior to their being filing such with the Commission and will provide each other with a copy of all such filings made with the Commission. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and Company, which approval shall not be unreasonably withheld or delayed; provided, however, that, with respect to documents filed withby a party hereto that are incorporated by reference in the Form S-4 or Proxy Statement/Prospectus, or sent to, the SEC. Each this right of FNFG and HNC agrees approval shall apply only with respect to use all reasonable efforts, after consultation with information relating to the other party heretoor its business, to respond promptly to all such comments financial condition or results of and requests by the SEC and operations. Buyer will use commercially reasonable efforts to cause the Proxy Statement-/Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled Buyer stockholders (if the Buyer Stockholder Approval is necessary or reasonably deemed desirable) and Company will use commercially reasonable efforts to vote at cause the HNC Shareholders Meeting hereof at Proxy Statement/ Prospectus to be mailed to Company stockholders, in each case, as promptly as practicable after the earliest practicable time. 8.2.3Form S-4 is declared effective under the Securities Act. HNC and FNFG shall promptly notify the other party if If, at any time it becomes aware that prior to the Effective Time, any information relating to Buyer or Company, or any of their respective Affiliates (as defined in Section 9.1(a)), officers or directors, is discovered by Buyer or Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement-/Prospectus or the Merger Registration Statement contains so that any untrue statement of such documents would not include any misstatement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by law, disseminated to the stockholders of Buyer and Company. (b) Subject to the fiduciary duties of the Company's Board of Directors under applicable law, Company shall duly take all lawful action to call, give notice of, convene and hold the Company Stockholders Meeting as soon as practicable on a date determined in accordance with the mutual agreement of Buyer and Company for the purpose of obtaining the Company Stockholder Approval and, subject to Section 5.2, shall take all lawful action, consistent with its fiduciary duties, to solicit the Company Stockholder Approval. In such event, HNC The Board of Directors of Company shall cooperate with FNFG recommend the adoption of the plan of Merger contained in this Agreement by the preparation stockholders of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omissionCompany (the "Company Recommendation"), and FNFG shall file an amended Merger Registration Statement not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Buyer such recommendation, or (ii) take any action or make any statement in connection with the SECCompany Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in Company Recommendation"); provided, however, that the Board of Directors of Company may make a Change in Company Recommendation pursuant to Section 5.2 hereof and HNC to effect any action permitted by Section 8.1 hereof. Notwithstanding any Change in Company Recommendation, this Agreement shall mail an amended Proxy Statement-Prospectus be submitted to the HNC shareholders. stockholders of Company at the Company Stockholders Meeting for the purpose of approving and adopting this Agreement and the Merger and nothing contained herein shall be deemed to relieve Company of such obligation unless terminated under Section 8.1. (c) If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of such Buyer Stockholder Approval is required under the date of the Proxy Statement-Prospectus and updated as of the date of consummation of DGCL or Nasdaq rules to consummate the Merger, Buyer shall duly take all lawful action to call, give notice of, convene and hold the Buyer Stockholders Meeting as soon as practicable on a date determined in accordance with respect the mutual agreement of Buyer and Company for the purpose of obtaining the Buyer Stockholder Approval and, shall take all lawful action, consistent with its fiduciary duties, to certain financial information regarding HNC, in form and substance that solicit the Buyer Stockholder Approval. If such Buyer Stockholder Approval is customary in transactions such as required under the DGCL or Nasdaq rules to consummate the Merger, the Board of Directors of Buyer shall recommend that the stockholders of Buyer amend the Certificate of Incorporation to increase the authorized Buyer Common Stock and to permit the issuance of Buyer Common Stock in the Merger (the "Buyer Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Company such recommendation or (ii) take any action or make any statement in connection with the Buyer Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in the Buyer Recommendation"); provided, however, that the Board of Directors of Buyer may make a Change in the Buyer Recommendation to effect any action permitted by Section 8.1 hereof.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Company Common Stock and Company Preferred Stock to be offered to holders of HNC (i) CFB Common Stock in connection with the Merger and (ii) Community First Preferred Stock in connection with the Bank Merger, with the SEC under the Securities Act and (y) of holding the HNC CFB Shareholders Meeting, FNFG and the meeting of shareholders of Community First Bank, the Company shall draft and prepare, and HNC CFB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement of each of CFB and prospectus Community First Bank, and a prospectus, or multiple prospectuses of the Company satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC CFB and/or Community First Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG The Company shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG the Company and HNC CFB shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC CFB and FNFG the Company shall thereafter promptly mail the Proxy Statement-Prospectus to the HNC shareholdersCFB shareholders of each of CFB and Community First Bank. FNFG The Company shall also use its best commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC CFB shall furnish all information concerning HNC CFB and the holders of HNC CFB Common Stock and Community First Preferred Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC CFB shall provide FNFG the Company with any information concerning itself that FNFG the Company may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG the Company shall notify HNC CFB promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC CFB promptly copies of all correspondence between FNFG the Company or any of their representatives and the SEC. FNFG The Company shall give HNC CFB and its counsel the reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC CFB and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG the Company and HNC CFB agrees to use all commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC CFB Common Stock and Community First Preferred Stock entitled to vote at the HNC their respective CFB Shareholders Meeting hereof and the Community First Shareholders Meeting at the earliest practicable time. 8.2.3. HNC CFB and FNFG the Company shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC CFB shall cooperate with FNFG the Company in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG the Company shall file an amended Merger Registration Statement with the SEC, and HNC each party shall mail an amended Proxy Statement-Prospectus to the HNC its respective shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1Registration Statement; Other --------------------------------------------------------- Filings. For As promptly as practicable after the purposes (x) execution of registering FNFG Common Stock to be offered to holders of HNC Common Stock in connection this Agreement, ------- Target and Parent will prepare, and file with the Merger SEC, the Proxy Statement/Prospectus and Parent will prepare and file with the SEC under the Securities Act and (y) of holding the HNC Shareholders Meeting, FNFG shall draft and prepare, and HNC shall cooperate Registration Statement in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including which the Proxy Statement-Prospectus, with the SEC/Prospectus will be included as a prospectus. Each of FNFG Target and HNC shall Parent will respond to any comments of the SEC, will use their best its respective commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and each of HNC and FNFG shall thereafter promptly mail Target will cause the Proxy Statement-/Prospectus to be mailed to its stockholders at the HNC shareholdersearliest practicable time after the Registration Statement is declared effective by the SEC. FNFG shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits As promptly as practicable after the date of this Agreement, each of Target and approvals Parent will prepare and file any other filings required to carry out be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement, Agreement (the "Other Filings"). Each of Target and HNC shall furnish all information concerning HNC and Parent will notify the holders of HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC ------------- other promptly of upon the receipt of any comments of from the SEC with respect or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement-/Prospectus and of or any requests by the SEC for any amendment or supplement thereto Other Filing or for additional information and shall provide to HNC promptly will supply the other with copies of all correspondence between FNFG such party or any of their representatives its representatives, on the one hand, and the SEC. FNFG shall give HNC and SEC or its counsel staff or any other government officials, on the opportunity other hand, with respect to review and comment on the Registration Statement, the Proxy Statement-Prospectus prior to its being filed /Prospectus, the Merger or any Other Filing. Each of Target and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and shall give HNC the rules and its counsel the opportunity regulations promulgated thereunder. Whenever any event occurs which is required to review and comment on all amendments and supplements be set forth in an amendment or supplement to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to/Prospectus, the SEC. Each Registration Statement or any Other Filing, Target or Parent, as the case may be, will promptly inform the other of FNFG such occurrence and HNC agrees to use all reasonable efforts, after consultation cooperate in filing with the SEC or its staff or any other party heretogovernment officials, and/or mailing to respond promptly to all stockholders of Target, such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable timeamendment or supplement. 8.2.3. HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and HNC shall mail an amended Proxy Statement-Prospectus to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Buyer's Common Stock to be offered issued to holders of HNC the Company's Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws and (y) of holding the HNC Shareholders Company Special Meeting, FNFG shall draft the Buyer and prepare, and HNC the Company shall cooperate in the preparation ofof a registration statement (such registration statement, together with all and any amendments and supplements thereto, being herein referred to as the Merger Registration Statement"REGISTRATION STATEMENT"), including a combined proxy statement and statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by the Company to the HNC Company shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement"PROXY STATEMENT-Prospectus”PROSPECTUS"). FNFG The Buyer shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of FNFG the Buyer and HNC the Company shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HNC and FNFG the Company shall thereafter promptly mail the Proxy Statement-Statement- Prospectus to the HNC shareholdersits stockholders. FNFG The Buyer shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and HNC the Company shall furnish all information concerning HNC the Company and the holders of HNC the Company Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HNC promptly copies of all correspondence between FNFG or any of their representatives The Company and the SEC. FNFG Buyer shall give HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HNC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HNC Common Stock entitled to vote at the HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall each promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HNC the Company and the Buyer shall cooperate with FNFG in the preparation of a supplement or amendment to such the Proxy Statement-Prospectus that Prospectus, which corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement cause the same to be filed with the SEC, SEC and HNC shall mail an amended Proxy Statement-Prospectus distributed to the HNC shareholders. If requested by FNFG, HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as stockholders of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HNC, in form and substance that is customary in transactions such as the MergerCompany.