Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing 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 PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as practicable following For the execution and delivery purposes (x) of this Agreement (and in any event on or prior registering ▇▇▇▇▇▇▇▇ Common Stock to the later be offered to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 VIST Common Stock in connection with the registration Merger with the SEC under the Securities Act and (y) of holding the VIST Shareholders Meeting, ▇▇▇▇▇▇▇▇ shall draft and prepare, and 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 Company Common Shares to be issued under this Agreement Securities Act and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by thereunder (such proxy statement/prospectus in the form mailed to the VIST shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). ▇▇▇▇▇▇▇▇ shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC, . Each of ▇▇▇▇▇▇▇▇ and VIST shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of VIST and ▇▇▇▇▇▇▇▇ shall thereafter promptly mail the CompanyProxy Statement-Prospectus to the VIST shareholders. ▇▇▇▇▇▇▇▇ 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, on the other hand, and VIST shall furnish all information concerning it VIST and the holders of VIST Common Stock as may be reasonably be requested by the other party in connection with any such actions action. (b) VIST shall provide ▇▇▇▇▇▇▇▇ with any information concerning itself that ▇▇▇▇▇▇▇▇ may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and ▇▇▇▇▇▇▇▇ shall notify VIST promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 VIST promptly copies of all correspondence between ▇▇▇▇▇▇▇▇ or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and ▇▇▇▇▇▇▇▇ shall give VIST and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give VIST and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 ▇▇▇▇▇▇▇▇ and VIST agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of requests by the Exchange Act. The Company shall file SEC and to cause the Proxy Statement-Prospectus and any supplement all required amendments and supplements thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), be mailed to (i) establish the record date for, duly call, give notice of, convene and hold holders of VIST Common Stock entitled to vote at the Special VIST Shareholders Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the holders of ▇▇▇▇▇▇▇▇ Common Stock entitled to vote at the ▇▇▇▇▇▇▇▇ Shareholders Meeting, if ▇▇▇▇▇▇▇▇ shareholder approval is required by Amex, at the earliest practicable time. (c) VIST and ▇▇▇▇▇▇▇▇ 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, VIST shall cooperate with ▇▇▇▇▇▇▇▇ in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and ▇▇▇▇▇▇▇▇ shall file an amended Merger Registration Statement with the SEC, and VIST shall mail an amended Proxy Statement-Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Lawthe VIST shareholders. FTAC If requested by ▇▇▇▇▇▇▇▇, VIST shall obtain the written consent a “comfort” letter from its independent certified public accountant, dated as of the holders date of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding VIST, in form and substance that is disseminated to FTAC’s stockholderscustomary in transactions such as the Merger.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable following after the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Agreement, 2020), FTAC, PGHL and the Company and Parent shall use reasonable best efforts to prepare, prepare and the Company mutually agree upon and Parent and PubCo shall file with the SECSEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to time, the Form F-4 “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the Company Common PubCo Ordinary Shares to be issued to all of the Parent Stockholders pursuant to this Agreement, (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement Agreement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange and the effect of other Transactions, (B) any other proposals as the Transactions on the FTAC Warrants, which Form F-4 will also contain SEC (or staff member thereof) may indicate are necessary in its comments to 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 toor correspondence related thereto, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 (4C) any other proposals the Parties agree are as determined by Parent and PubCo to be necessary or desirable to consummate 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 “FTAC Stockholder MattersTransaction Proposals”). Without the prior written consent of the The Company, FTAC Stockholder Matters Parent and each Acquisition Entity 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, furnish all information concerning such party as adjourned or postponed. Each of FTAC, PGHL 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 its their commercially reasonable best efforts to (1) cause the Form F-4 and the Proxy Statement/Prospectus when filed with the SEC to comply in all material respects with the all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to have and resolve all comments received from the Form F-4 SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as practicable after such filing and to (4) keep the Form F-4 Proxy Statement/Prospectus effective as long as is necessary to consummate the Transactions. Each Prior to the effective date of FTACthe Proxy Statement/Prospectus, on the one hand, and PGHL and the Company, on Parent and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the other handissuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, Parent and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and Parent shall furnish all information concerning it the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) and any of their respective members or shareholders as may be reasonably be requested by the other party in connection with any such actions action. As promptly as practicable after finalization and the preparation effectiveness 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 the Company Parent shall use reasonable best efforts mail (or cause to cause 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, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be mailed reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K pursuant to stockholders the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of FTACParent, 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 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 the calling and holding of the Parent Stockholder Meeting. (ii) Each 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 FTACthe time when the Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, PGHL 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, delayed withheld or conditioned), delayed) any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment amendments filed in response thereto. (iii) If, at any time prior to the Form F-4 and Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus filed in response theretoProspectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If FTACIf, PGHL at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company becomes aware that any information contained which should be set forth in the Form F-4 and an amendment or a supplement to the Proxy Statement/Prospectus shall have become false Prospectus, a current report of Parent on Form 8-K or misleading in any material respect a current report of PubCo on Form 8-K, the Company or that PubCo, as the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawcase may be, then (x) such party shall promptly inform the other parties and (y) FTACParent. Thereafter, on the one handParent, and PGHL PubCo and the Company, on Company shall promptly cooperate in the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) preparation of an appropriate amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL describing or correcting such information and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended promptly file such amendment or supplemented, to be filed supplement with the SEC and to be disseminated and, to the holders of shares of FTAC Common Stockextent required by Law, as applicable, in each case pursuant to applicable Law and subject disseminate such amendment or supplement 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 herebyParent Stockholders. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ix) As promptly as practicable following of registering FNFG Common Stock to be offered to holders of GLB Common Stock in connection with the execution Merger with the SEC under the Securities Act and delivery (y) of this Agreement holding the GLB Shareholders Meeting, FNFG shall draft and prepare, and 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 (and such proxy statement/prospectus in any event on or prior the form mailed to the later 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 (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) FNFG and (ii) December 31, 2020), FTAC, PGHL and the Company GLB shall use their reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by the SEC, to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of GLB and FNFG shall thereafter promptly mail the CompanyProxy Statement-Prospectus to the 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, on the other hand, and GLB shall furnish all information concerning it GLB and the holders of GLB Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. GLB shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and FNFG shall notify GLB promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 GLB promptly copies of all correspondence between FNFG or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and FNFG shall give GLB and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give GLB and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 GLB agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B GLB Common Stock entitled to vote at the FTAC Charter amendment as GLB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. GLB and FNFG shall promptly as practicable after 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, 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 each of GLB shall mail an amended Proxy Statement-Prospectus to the GLB shareholders. If requested by FNFG, 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 GLB, in form and substance that is disseminated to FTAC’s stockholderscustomary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ix) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering Investors Common Stock to the later be offered to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 ABNJ Common Stock in connection with the registration Merger with the SEC under the Securities Act and (y) of holding the Company Common Shares to be issued under this Agreement ABNJ Shareholders Meeting, Investors shall draft and prepare, and ABNJ shall cooperate in the effect of preparation of, the Transactions on the FTAC WarrantsMerger Registration Statement, 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 including a proxy statement for the Special Meeting with respect toand prospectus satisfying all applicable requirements of applicable state securities and banking laws, 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 and of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 Securities Act and the Company shall use its reasonable best efforts to cause the Form F-4 Exchange Act, and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by thereunder (such proxy statement/prospectus in the form mailed to the ABNJ shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Investors shall file the Merger Registration Statement, including the Proxy ▇-▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, with the SEC, . Each of Investors and ABNJ shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL ABNJ shall thereafter promptly mail the Proxy Statement-Prospectus to the ABNJ shareholders. 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 Companytransactions contemplated by this Agreement, on the other hand, and ABNJ shall furnish all information concerning it ABNJ and the holders of ABNJ Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. ABNJ shall provide Investors with any information concerning itself that Investors may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and Investors shall notify ABNJ promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 ABNJ promptly copies of all correspondence between Investors or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and Investors shall give ABNJ and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give ABNJ and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 Investors and ABNJ agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B ABNJ Common Stock entitled to vote at the FTAC Charter amendment as ABNJ Shareholders Meeting hereof at the earliest practicable time. 8.2.3. ABNJ and Investors shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Merger Registration Statement contains any untrue statement of a material fact or omits to FTAC’s stockholdersstate 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, ABNJ shall cooperate with Investors in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Investors shall file an amended Merger Registration Statement with the SEC, and ABNJ shall mail an amended Proxy Statement-Prospectus to the ABNJ shareholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes of (i) As registering PFS Common Stock to be offered to holders of SBBX Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) holding the SBBX Shareholders Meeting, PFS shall draft and prepare, and SBBX shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, a 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, in the form mailed to the SBBX shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following the execution and delivery date of this Agreement (and in any event on or prior to within forty-five (45) days from the later date hereof. Each of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) PFS and (ii) December 31, 2020), FTAC, PGHL and the Company SBBX shall use reasonable their best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by the SEC, to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL SBBX shall thereafter promptly mail the Proxy Statement-Prospectus to their respective shareholders. 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 Companytransactions contemplated by this Agreement, on the other hand, and SBBX shall furnish all information concerning it SBBX and the holders of SBBX Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. SBBX shall provide PFS with any information concerning itself that PFS may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and PFS shall notify SBBX promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 SBBX promptly copies of all correspondence between PFS or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and PFS shall give SBBX and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give SBBX and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 PFS and SBBX agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Lawtheir respective shareholders at the earliest practicable time. 8.2.3. FTAC SBBX and PFS shall obtain promptly notify the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Merger Registration Statement contains any untrue statement of a material fact or omits to FTAC’s stockholdersstate 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, SBBX shall cooperate with PFS in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and PFS shall file an amended Merger Registration Statement with the SEC, and SBBX shall mail an amended Proxy Statement-Prospectus to its shareholders.

Proxy Statement/Prospectus. (ia) As Reasonably promptly as practicable following after the execution and delivery of this Agreement (and date hereof, but consistent with the requirements set forth in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Mergers Agreement, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, prepare and the Company shall file with the SECSEC a proxy statement/prospectus on Form S-4 (which could be a joint proxy statement/prospectus) for a special meeting of its stockholders (as amended or supplemented, the Form F-4 “Proxy Statement/Prospectus”). The Company shall include in connection with the 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 solicitation relating to the date approval, for purposes of Article Eighth of the Special Meeting Company’s Amended and Restated Certificate of Incorporation, of the issuance of the Purchased Shares to Purchaser (the “FTAC Stockholder RedemptionStock Issuance Approval”); ) and, if the Company decides to do so, the approvals required by Sections 4.02(a) and (B5.02(a) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan Mergers Agreement (the “Omnibus Incentive Plan Proposal”); Merger Approvals” and (4) any other proposals together with the Parties agree are necessary or desirable to consummate the Transactions (collectivelyStock Issuance Approval, the “FTAC Stockholder MattersApprovals”). Without Purchaser and its Affiliates shall promptly furnish to the prior written consent of the Company, FTAC Stockholder Matters Company such information regarding Purchaser and its Affiliates as shall be the only matters (other than procedural matters) which FTAC shall propose required to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and included in the Proxy Statement/Prospectus pursuant to comply the Exchange Act. Prior to filing the Proxy Statement/Prospectus or any amendment or supplement thereto, the Company shall provide Purchaser with reasonable opportunity to review and comment on such proposed filing solely with respect to the 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 the 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 so that the Proxy Statement/Prospectus would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the rules and regulations promulgated SEC and, to the extent required by applicable Law, disseminated by the SEC, Company to have the Form F-4 declared effective under stockholders of the Securities Act as Company. (b) The Company shall promptly as practicable after such filing notify Purchaser of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each Proxy Statement/Prospectus or for additional information and shall supply Purchaser with copies of FTACall correspondence between it or any of its representatives, on the one hand, and PGHL and the CompanySEC or the staff of the SEC, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and respect to the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and The Purchaser shall promptly notify the Company shall use reasonable best efforts of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to cause the Purchaser Proxy Statement/Prospectus to be mailed to stockholders or for additional information and shall supply Purchaser with copies of FTAC. (ii) Each all correspondence between it or any of FTAC, PGHL and the 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 any amendment to the 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) FTACrepresentatives, on the one hand, and PGHL and the CompanySEC or the staff of the SEC, 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 with respect to the Form F-4 and the Purchaser 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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. (iiic) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause mail the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B its Common Stock to in accordance with customary practice after the FTAC Charter amendment as promptly as practicable after SEC’s review of the Proxy Statement/Prospectus is disseminated to FTAC’s stockholderscompleted.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ix) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering FNFG Common Stock to the later be offered to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 HNC Common Stock in connection with the registration 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 Company Common Shares to be issued under this Agreement Securities Act and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by 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 Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of HNC and FNFG shall thereafter promptly mail the CompanyProxy 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, on the other hand, and HNC shall furnish all information concerning it HNC and the holders of HNC Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and FNFG shall notify HNC promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 HNC promptly copies of all correspondence between FNFG or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and FNFG shall give HNC and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give HNC and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B HNC Common Stock entitled to vote at the FTAC Charter amendment as HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HNC and FNFG shall promptly as practicable after 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 disseminated to FTAC’s stockholderscustomary in transactions such as the Merger.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to date hereof, the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL Parent and the Company shall use reasonable best efforts to prepare, jointly prepare and the Company shall file with the SECSEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy 42 48 statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the Form F-4 in connection "Proxy Statement/Prospectus") and the Parent shall prepare and file with the registration under SEC the Securities Act Form S-4 with respect to the issuance of Parent Common Stock in the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC Warrants, Merger in 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”)prospectus. Without the prior written consent of the 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 Company shall use its reasonable best efforts to cause the The Form F-4 S-4 and the Proxy Statement/Prospectus shall comply as to comply form in all material respects with the rules applicable provisions of the Securities Act and regulations promulgated by the SEC, Exchange Act. Each of the Parent and the Company shall use all reasonable efforts to have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing it with the SEC and to keep the Form F-4 S-4 effective as long as is necessary to consummate the TransactionsMerger. Each of FTACThe Parties shall promptly provide copies, on the one hand, consult with each other and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection prepare written responses with such actions and the 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 the Company shall use reasonable best efforts respect to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to written comments of received from the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Prospectus and promptly advise the other party of any amendment oral comments received from the SEC. The Parent agrees that none of the information supplied or to be supplied by the Form F-4 and Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus filed and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in response theretolight of the circumstances under which they were made, not misleading. If FTAC, PGHL The Company agrees that none of the information supplied or to be supplied by the Company becomes aware for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that any information contained 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 F-4 S-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 Lawrendered by (i) Orri▇▇, 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff ▇▇rr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇ with respect to matters regarding the Form F-4 Parent and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b))stockholders, and (ii) cause Cooley Godward LLP with respect to matters regarding the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s Company and its stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ix) As promptly as practicable following of registering NYB Common Stock to be offered to holders of LIFC Common Stock in connection with the execution Merger with the SEC under the Securities Act and delivery (y) of this Agreement holding the LIFC Stockholders Meeting, NYB shall draft and prepare, and LIFC shall cooperate in the preparation of, the Merger Registration Statement, including a 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 (and such proxy statement/prospectus in any event on or prior the form mailed to the later LIFC stockholders, together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement-Prospectus"). NYB shall promptly file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) NYB and (ii) December 31, 2020), FTAC, PGHL and the Company LIFC shall use their reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by the SEC, to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL LIFC shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders. 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 Companytransactions contemplated by this Agreement, on the other hand, and LIFC shall furnish all information concerning it LIFC and the holders of LIFC Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. LIFC shall provide NYB with any information concerning itself that NYB may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and NYB shall notify LIFC promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 LIFC promptly copies of all correspondence between NYB or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and NYB shall give LIFC and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give LIFC and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 NYB and LIFC agrees to use all reasonable best efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B LIFC Common Stock entitled to vote at the FTAC Charter amendment as LIFC Stockholders Meeting hereof at the earliest practicable time. 8.2.3. LIFC and NYB shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Merger Registration Statement contains any untrue statement of a material fact or omits to FTAC’s 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, LIFC shall cooperate with NYB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and NYB shall file an amended Merger Registration Statement with the SEC, and each of LIFC and NYB shall mail an amended Proxy Statement-Prospectus to the LIFC and the NYB stockholders.

Proxy Statement/Prospectus. (ia) For the purposes (x) of registering with the SEC, under the Securities Act, Parent Common Stock to be offered to holders of Company Common Stock in connection with the Merger and (y) of holding the Shareholder Meetings, Parent and the Company shall prepare and file with the SEC a joint proxy statement. As promptly as practicable following after the execution date hereof, Parent shall prepare and delivery file the S-4, in which the proxy statement will be included as a prospectus. Such documents shall satisfy all applicable requirements of this Agreement applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (and such proxy statement/prospectus in any event on or prior the form mailed to the later Company shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Each of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL Parent and the Company shall use their reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by the SEC, to have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of the Company and Parent shall thereafter promptly mail the Proxy Statement-Prospectus to its respective shareholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company, on the other hand, Company shall furnish all information concerning it the Company and the holders of the Company Common Stock as may be reasonably be requested in connection with any such action. (b) Each party shall provide the other with any information concerning itself that the other may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and each party shall notify the other 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 the other promptly copies of all correspondence between such party or any of their representatives and the SEC. Parent shall not file the S-4, including any amendment thereto without giving the Company the opportunity to review, comment on and revise the S-4. Each of Parent and the Company agrees to use all reasonable best efforts, after consultation with the other party in connection with hereto, to respond promptly to all such actions comments of and requests by the preparation of the Form F-4 SEC and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be mailed to stockholders the shareholders of FTACthe Company and Parent entitled to vote at the Shareholders Meetings at the earliest practicable time. (iic) Each The Company and Parent shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the S-4 contains any untrue statement of FTACa material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, PGHL in light of the circumstances under which they were made, not misleading. In such event, the Company shall cooperate with Parent in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Parent shall file an amended S-4 with the SEC, and the 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 mail an amended Proxy Statement-Prospectus to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 herebyshareholders. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL Parent and the Company shall use reasonable best efforts cooperate in preparing and each shall cause to prepare, and the Company shall file be filed with the SEC, as promptly as reasonably practicable following the Form F-4 in connection with the 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 Warrantsdate hereof, mutually acceptable proxy materials which Form F-4 will also contain shall constitute the Proxy Statement/-Prospectus which relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger. The Proxy Statement-Prospectus will be included therein as a prospectus in and which will be used as constitute 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 part of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, Registration Statement as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 postponedParent's prospectus. Each of FTAC, PGHL Parent and the Company shall use its reasonable best efforts to cause the Form F-4 and have the Proxy Statement/-Prospectus to comply with the rules and regulations promulgated cleared by the SEC, to have SEC and the Form F-4 Registration Statement declared effective under by the Securities Act as promptly as practicable after such filing SEC and to keep the Form F-4 Registration Statement effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one hand, and PGHL Merger and the Companytransactions contemplated hereby. Parent and the Company shall, on the other handas promptly as practicable after receipt thereof, shall furnish all information concerning it as may reasonably be requested by provide the other party in connection with such actions and the 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 the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 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, comments and shall inform such advise the other parties party of any oral comments, that such party receives received from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/-Prospectus promptly after the receipt of such comments or Registration Statement. The parties shall cooperate and shall give provide the other parties with a reasonable opportunity to review and comment on any proposed written amendment or oral responses supplement to such comments the Proxy Statement-Prospectus and the Registration Statement prior to responding 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 SEC contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement-Prospectus or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or Proxy Statement-Prospectus, this right of approval shall apply only with respect to information relating to the other party or its staffbusiness, financial condition or results of operations. FTAC, PGHL and the The Company shall will use its 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock mailed to the FTAC Charter amendment Company's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/-Prospectus is 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 FTAC’s stockholdersthe stockholders of the Company. (b) Parent shall also take any action required to be taken under any applicable state securities laws in connection with the Merger, and each of the Company and Parent shall furnish all information concerning it and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (c) Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued in the Merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to date hereof, the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL Parent and the Company shall use reasonable best efforts to prepare, jointly prepare and the Company shall file with the SECSEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the Form F-4 in connection "Proxy Statement/Prospectus") and the Parent shall prepare and file with the registration under SEC the Securities Act Form S-4 with respect to the issuance of Parent Common Stock in the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC Warrants, Merger in 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”)prospectus. Without the prior written consent of the 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 Company shall use its reasonable best efforts to cause the The Form F-4 S-4 and the Proxy Statement/Prospectus shall comply as to comply form in all material respects with the rules applicable provisions of the Securities Act and regulations promulgated by the SEC, Exchange Act. Each of the Parent and the Company shall use all reasonable efforts to have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing it with the SEC and to keep the Form F-4 S-4 effective as long as is necessary to consummate the TransactionsMerger. Each of FTACThe Parties shall promptly provide copies, on the one hand, consult with each other and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection prepare written responses with such actions and the 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 the Company shall use reasonable best efforts respect to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to written comments of received from the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Prospectus and promptly advise the other party of any amendment oral comments received from the SEC. The Parent agrees that none of the information supplied or to be supplied by the Form F-4 and Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus filed and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in response theretolight of the circumstances under which they were made, not misleading. If FTAC, PGHL The Company agrees that none of the information supplied or to be supplied by the Company becomes aware for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that any information contained 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 F-4 S-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 Lawrendered by (i) ▇▇▇▇▇▇, 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP with respect to matters regarding the Form F-4 Parent and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b))stockholders, and (ii) cause Cooley Godward LLP with respect to matters regarding the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s Company and its stockholders.

Proxy Statement/Prospectus. For the purposes (ix) As promptly of registering Buyer's Common Stock to be issued to holders of the Company's Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws and (y) of holding the Company Special Meeting, the Buyer and the Company shall cooperate in the preparation of a registration statement (such registration statement, together with all and any amendments and supplements thereto, being herein referred to as practicable following the execution "REGISTRATION STATEMENT"), including a proxy statement/prospectus or statements satisfying all applicable requirements of applicable state securities and delivery banking laws, and of this Agreement the Securities Act and the Exchange Act, and the rules and regulations thereunder (and such proxy statement/prospectus in any event on or prior the form mailed by the Company to the later of (i) Company shareholders, together with any and all amendments or supplements thereto, being herein referred to as the third (3rd) Business Day following "PROXY STATEMENT-PROSPECTUS"). The Buyer shall file the delivery Registration Statement with the SEC. Each of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL Buyer and the Company shall use reasonable their best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by the SEC, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL the Company shall thereafter promptly mail the Proxy Statement- Prospectus to its stockholders. The Buyer shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company, on the other hand, Company shall furnish all information concerning it the Company and the holders of the Company Common Stock as may be reasonably be requested by the other party in connection with any such actions action. The Company and the Buyer shall each promptly notify the other if at any time it becomes aware that the Proxy Statement-Prospectus 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, the Company and the Buyer shall cooperate in the preparation of the Form F-4 and a supplement or amendment to the Proxy Statement/-Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTACwhich corrects such misstatement or omission, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 supplemented, same to be filed with the SEC and distributed 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 stockholders of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepareAgreement, and no later than 30 days after the Company execution of this Agreement, Parent shall prepare and file with the SECSEC a proxy statement relating to the Parent Stockholders’ Meeting, the and a Registration Statement on Form F-4 S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the registration under issuance of 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 filed with the SEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) as required by the Securities Act or the Exchange Act. Parent and Company shall cooperate with each other in connection with the preparation and filing of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein and any Other Filings. Each Party shall as a prospectus and which will be used promptly as a proxy statement for reasonably practicable notify the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with Party of the opportunity to redeem shares receipt of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time any oral or written comments from the staff of the SEC on the date that is at least two (2) Business Days 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 Special Meeting (S-4 Registration Statement all necessary state securities Legal Requirements or “blue sky” notice requirements in connection with the “FTAC Stockholder Redemption”); Merger and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 other transactions contemplated hereby. (collectivelyb) Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement/Prospectus, including any pro forma financial statements included therein (and the “FTAC Stockholder Matters”letter to stockholders, notice of meeting and form of proxy included therewith). Without , will not, at the prior written consent time that the S-4 Registration Statement and Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus is first mailed to the stockholders of Parent, at the time of the CompanyParent Stockholders’ Meeting and at the Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, FTAC Stockholder Matters in light of the circumstances under which they were made, not misleading. 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/or the 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 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 (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. Company and its legal counsel shall be given reasonable opportunity to review and comment on the only matters (other than procedural matters) which FTAC shall propose S-4 Registration Statement, including all amendments and supplements thereto, prior to be acted the filing thereof with the SEC, and on by FTAC’s stockholders at the Special Meeting, as adjourned or postponedresponse to any comments from the SEC prior to the filing thereof with the SEC. Each of FTAC, PGHL and the Company Parties shall use its commercially reasonable best efforts to cause the Form F-4 S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing SEC and to keep respond promptly to any comments of the Form F-4 effective as long as is necessary to consummate the TransactionsSEC or its staff. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company Parties shall use commercially reasonable best 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 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 FTAC. (ii) Each of FTACany information, PGHL 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 the Company shall cooperate and mutually agree upon (with one another in filing such agreement 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 to be unreasonably withheld, delayed conditioned or conditioned)delayed. (c) Company shall reasonably cooperate with Parent and provide, any response and cause its Representatives, advisors, accountants and attorneys to comments of 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 SEC or its staff with respect to the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus and any amendment or reasonably requested from Company to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus filed in response theretoProspectus. If FTAC, PGHL or The information provided by the Company becomes aware that any information contained to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus shall have become false not contain any untrue statement of a material fact or misleading in omit to state any material respect or that the Form F-4 and the Proxy Statement/Prospectus is fact required to be amended stated therein or necessary in order to comply with applicable Law, then (x) such party shall promptly inform make 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 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 supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicablestatements made therein, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each light of the Companycircumstances under which they were made, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 herebynot misleading. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ix) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering FNFG Common Stock to the later be offered to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 TFC Common Stock in connection with the registration Merger with the SEC under the Securities Act and (y) of holding the TFC Stockholders Meeting, FNFG shall draft and prepare, and 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 Company Common Shares to be issued under this Agreement Securities Act and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated thereunder (such proxy statement/prospectus in the form mailed by TFC to the TFC 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 TFC shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of TFC and FNFG shall thereafter promptly mail the CompanyProxy Statement-Prospectus to its 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, on the other hand, and TFC shall furnish all information concerning it TFC and the holders of TFC Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. TFC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and FNFG shall notify TFC promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 TFC promptly copies of all correspondence between FNFG or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and FNFG shall give TFC and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give TFC and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 TFC agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B TFC Common Stock entitled to vote at the FTAC Charter amendment as TFC Stockholders Meeting hereof at the earliest practicable time. 8.2.3. TFC and FNFG shall promptly as practicable after 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, 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 each of TFC and FNFG shall mail an amended Proxy Statement-Prospectus to TFC's stockholders. If requested by FNFG, 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 TFC, in form and substance that is disseminated to FTAC’s stockholderscustomary in transactions such as the Merger.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery Each of the Pypo Parties shall use commercially reasonable efforts to provide promptly to Middle Kingdom such information concerning its business affairs and financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 as may reasonably be required for inclusion in connection with the 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 (except that the Pypo Parties 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; only provide three (3) the approval years 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 Company shall use its reasonable best efforts to cause the Form F-4 and selected financial data in connection with the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTACS-4 Registration Statement, on the one hand, and PGHL and the Company, on the other handor in any amendments or supplements thereto), shall furnish all information concerning it as may reasonably be requested by the other party direct that its counsel cooperate with Middle Kingdom’s counsel in connection with such actions and the preparation of the Proxy Statement/Prospectus and the Form F-4 S-4 Registration Statement and shall request the cooperation of Middle Kingdom’s auditors in the preparation of the Proxy Statement/Prospectus. Promptly after Prospectus and the Form F-4 S-4 Registration Statement. None of the information supplied or to be supplied by or on behalf of the Pypo Parties for inclusion or incorporate by reference in the Proxy Statement/Prospectus and the Form S-4 Registration Statement will, at the time the Proxy Statement/Prospectus or the Form S-4 Registration Statement is declared filed with the SEC or at the time it becomes effective under the Securities Act, FTACcontain 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, PGHL and in the Company shall use reasonable best efforts 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 cause 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 mailed to stockholders of FTAC. (ii) Each of FTACdescribed in an amendment of, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheldor a supplement to, 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 or Form S-4 Registration Statement so that such document does not include any amendment misstatement of a material fact or omit to the 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 state any material respect or that fact necessary to make 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 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 supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicablestatements therein, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each light of the Companycircumstances under which they were made, PGHL and FTAC not misleading, the Pypo Parties shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus notify Middle Kingdom promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 herebyevent. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ix) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering ESSA Common Stock to the later be offered to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 First Star Common Stock in connection with the registration Merger with the SEC under the Securities Act and (y) of holding the First Star Shareholders Meeting, ESSA shall draft and prepare, and 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 Company Common Shares to be issued under this Agreement Securities Act and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by thereunder (such proxy statement/prospectus in the form mailed to the First Star shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). ESSA shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC, . Each of ESSA and First Star shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of First Star and ESSA shall thereafter promptly mail the CompanyProxy Statement-Prospectus to the First Star shareholders. 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, on the other hand, and First Star shall furnish all information concerning it First Star and the holders of First Star Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. First Star shall provide ESSA with any information concerning itself that ESSA may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and ESSA shall notify First Star promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 First Star promptly copies of all correspondence between ESSA or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and ESSA shall give First Star and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give First Star and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 ESSA and First Star agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B First Star Common Stock entitled to vote at the FTAC Charter amendment as First Star Shareholders Meeting hereof at the earliest practicable time. 8.2.3. First Star and ESSA shall promptly as practicable after 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, First Star shall cooperate with ESSA in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and ESSA shall file an amended Merger Registration Statement with the SEC, and First Star shall mail an amended Proxy Statement-Prospectus to the First Star shareholders. If requested by ESSA, 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 First Star, in form and substance that is disseminated to FTAC’s stockholderscustomary in transactions such as the Merger.

Proxy Statement/Prospectus. For the purposes: (ia) As promptly as practicable following of registering the execution and delivery Bancshares common stock to be offered to holders of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 Horizon common stock in connection with the registration Merger with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”); (b) of holding a meeting of Horizon’s shareholders (“Horizon Special Meeting”); and (c) of holding a meeting of Bancshares’ shareholders (“Bancshares Special Meeting”), Bancshares shall draft and prepare, and Horizon shall cooperate in the Company Common Shares to be issued under this Agreement preparation of, a Registration Statement on Form S-4, including a combined proxy statement/prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the effect Securities Exchange Act of 1934 (“Exchange Act”), and the Transactions rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Horizon and Bancshares to their respective shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement/Prospectus”). Bancshares shall provide Horizon and its counsel with reasonable opportunity to review and comment 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 time it, or any amendments to it, are filed with the Special Meeting (SEC, together with the “FTAC Stockholder Redemption”); SEC’s comments and (B) soliciting proxies from holders of FTAC Common Stock to vote at Bancshares’ responses thereto. Bancshares shall file the Special MeetingRegistration Statement, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 Company shall use its reasonable best efforts to cause the Form F-4 and including the Proxy Statement/Prospectus to comply Prospectus, with the rules SEC. Each of Bancshares and regulations promulgated by the SEC, Horizon shall use their best efforts to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL Horizon shall thereafter promptly mail the Proxy Statement/Prospectus to its shareholders. Bancshares shall also use its best efforts to obtain all necessary state securities law permits and approvals required to carry out the Company, on the other hand, transactions contemplated by this Agreement. Horizon shall furnish all provide Bancshares with any information concerning it as itself that Bancshares may reasonably be requested by the other party request in connection with such actions the drafting and the preparation of the Form F-4 and the Proxy Statement/Prospectus, and Bancshares shall notify 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. Promptly Each of Bancshares and Horizon agrees to use all reasonable efforts, after consultation with the Form F-4 is declared effective under other party hereto, to respond promptly to all such comments of and requests by the Securities Act, FTAC, PGHL SEC and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus and all required amendments and supplements thereto to be mailed to stockholders the holders of FTAC. (ii) Each Horizon common stock entitled to vote at the Horizon Special Meeting at the earliest practicable time. Horizon and Bancshares shall promptly notify the other party if at any time it becomes aware that the Proxy Statement/Prospectus or the Registration Statement contains any untrue statement of FTACa material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, PGHL and in light of the Company circumstances under which they were made, not misleading. In such event, Horizon shall cooperate with Bancshares in the preparation of a supplement or amendment to such Proxy Statement/Prospectus that corrects such misstatement or omission, and mutually agree upon (such agreement not Bancshares shall file an amended Registration Statement with the SEC, and Horizon and Bancshares shall both mail an amended Proxy Statement/Prospectus to be unreasonably withheldtheir respective stockholders. Horizon shall obtain a “comfort” letter from its independent certified public accountant, delayed or conditioned), any response to comments dated as of the SEC or its staff with respect to the Form F-4 and date of the Proxy Statement/Prospectus and any amendment to the 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 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 updated as so amended or 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 CompanyClosing Date, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to certain financial information regarding Horizon, in form and substance that is customary in transactions such as the Form F-4 Merger and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity reasonably satisfactory to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its 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 herebyBancshares. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly soon as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery consummation of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Offer, 2020), FTAC, PGHL Parent and the Company shall use reasonable best efforts to prepare, prepare and the Company shall file with the SEC, the Form F-4 in connection with the 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 SEC 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 Company each shall use its reasonable best efforts to cause the Form F-4 and have the Proxy Statement/Prospectus to comply cleared by the SEC as promptly as practicable. As soon as practicable following such clearance Parent shall prepare and file with the rules SEC the Registration Statement, of which the Proxy Statement/Prospectus will form a part, and regulations promulgated by the SEC, shall use its best efforts to have the Form F-4 Registration Statement declared effective under by the Securities Act SEC as promptly as practicable after such filing thereafter. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement/Prospectus, and each will provide to keep the Form F-4 effective as long as is necessary to consummate other promptly copies of all correspondence between it or any of its representatives and the TransactionsSEC. Each of FTAC, on the one hand, Company and PGHL and the Company, on the other hand, Parent shall furnish all information concerning it as may reasonably required to be requested by included in the other party in connection with such actions and the preparation of the Form F-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the effectiveness of the Registration Statement, the Proxy Statement/Prospectus is disseminated will be mailed to FTAC’s stockholdersthe 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- 0139329.08-01S2a 63 ment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, or the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock to be issued in the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Registration Statement or the Proxy Statement/Prospectus.

Proxy Statement/Prospectus. (i) As promptly soon as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery consummation of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Offer, 2020), FTAC, PGHL Parent and the Company shall use reasonable best efforts to prepare, prepare and the Company shall file with the SEC, the Form F-4 in connection with the 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 SEC 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 Company each shall use its reasonable best efforts to cause the Form F-4 and have the Proxy Statement/Prospectus to comply cleared by the SEC as promptly as practicable. As soon as practicable following such clearance Parent shall prepare and file with the rules SEC the Registration Statement, of which the Proxy Statement/Prospectus will form a part, and regulations promulgated by the SEC, shall use its best efforts to have the Form F-4 Registration Statement declared effective under by the Securities Act SEC as promptly as practicable after such filing thereafter. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement/Prospectus, and each will provide to keep the Form F-4 effective as long as is necessary to consummate other promptly copies of all correspondence between it or any of its representatives and the TransactionsSEC. Each of FTAC, on the one hand, Company and PGHL and the Company, on the other hand, Parent shall furnish all information concerning it as may reasonably required to be requested by included in the other party in connection with such actions and the preparation of the Form F-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the effectiveness of the Registration Statement, the Proxy Statement/Prospectus is disseminated will be mailed to FTAC’s stockholdersthe 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- ment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, or the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock to be issued in the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Registration Statement or the Proxy Statement/Prospectus.

Proxy Statement/Prospectus. (ia) As promptly as practicable following after the execution and delivery date of this Agreement (and in any event on or prior to Agreement, Fresh Vine, with the later of (i) the third (3rd) Business Day following the delivery reasonable cooperation of the financial statements pursuant Company, shall prepare and cause to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file be filed with the SECSEC the Registration Statement, in which the Form F-4 Proxy Statement/Prospectus will be included, in connection with the registration under the Securities Act of the Merger Consideration. The initial filing with the SEC of the Registration Statement, Proxy Statement/Prospectus, shall occur on or before March 29, 2024 (subject to a ten (10) Business Day extension upon delivery of a written request therefor by either the Company Common Shares or Fresh Vine to the other); provided, however, that such timing is subject to and conditioned upon the Company cooperating with Fresh Vine and providing to Fresh Vine in a timely manner such information and disclosures regarding the Company required to be issued under this Agreement and included in the effect of the Transactions on the FTAC Warrants, which Form F-4 will also contain Registration Statement (including the Proxy Statement/Prospectus Prospectus) in order for it to (i) comply as to form with SEC requirements, and (ii) in Fresh Vine’s reasonable determination, not contain untrue statements of material fact or omit to state material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect tomade, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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. misleading.. Each of FTAC, PGHL Fresh Vine and the Company shall use its their commercially reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 declared become effective under the Securities Act as promptly as practicable after such filing 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 keep the Form F-4 effective as long as is necessary to consummate the TransactionsMerger. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, Parties shall furnish all information concerning it itself and its Affiliates, as applicable, to the other Parties as the other Parties may reasonably be requested by the other party request in connection with such actions and the preparation of the Form F-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after . (b) Fresh Vine covenants and agrees that the Form F-4 is declared effective under the Securities Act, FTAC, PGHL 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. 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 information, 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 best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders 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 FTACany 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 such other Parties in Fresh Vine filing such amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus with the SEC and, if appropriate, in mailing such amendment or supplement to the Fresh Vine shareholders. (iid) Each of FTACThe Company shall reasonably cooperate with Fresh Vine and provide, PGHL and cause its Representatives to provide, Fresh Vine and its Representatives, with all true, correct and complete information regarding the Company shall cooperate and mutually agree upon (such agreement not that is required by Law to be unreasonably withheld, delayed or conditioned), any response to comments of included in the SEC or its staff with respect to the Form F-4 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 on which the Registration Statement becomes effective (and any amendment reasonably satisfactory in form and substance to Fresh Vine), that is customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form F-4 and Registration Statement. (e) As promptly as practicable following the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or date of this Agreement: (i) 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 will furnish to Fresh Vine audited financial statements for each of its fiscal years required to be amended included in order to comply with applicable Law, then the Registration Statement under the Securities Act (x) such party shall promptly inform the other parties “Company Audited Financial Statements”); and (yii) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not Company will furnish to Fresh Vine unaudited interim financial statements for each interim period completed prior to Closing that would be required to be unreasonably withheldincluded in the Registration Statement under the Securities Act, delayed if any, or conditioned) an amendment or supplement any periodic report due prior to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and Closing if the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or 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 were subject to the terms and conditions of this Agreement and periodic reporting requirements under the FTAC Organizational DocumentsExchange Act (the “Company Interim Financial Statements”). Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL Company Audited Financial Statements and the Company shall use reasonable best efforts to cause Interim Financial Statements will be suitable for inclusion in the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC Registration Statement 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 file the Proxy Statement on Schedule 14A prepared in accordance with GAAP as applied on a consistent basis during the rules periods involved (except in each case as described in the notes thereto) and regulations 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 Exchange Act. The Company shall file as of the Prospectus dates of and any supplement thereto pursuant for the periods referred to Rule 424. FTAC, PGHL and in the Company shall use reasonable best efforts toAudited Financial Statements or the Company Interim Financial Statements, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholderscase may be.

Proxy Statement/Prospectus. (ia) As soon as practicable after the execution of this Agreement, ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore shall mutually cooperate in jointly preparing and filing with the United States Securities and Exchange Commission (the "Commission") of 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 received by the holders of the capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ in the Acquisition and for the other transactions contemplated by this Agreement. As promptly as practicable following after comments, if any, are received from the execution Commission with respect to such Proxy Statement/Prospectus and delivery after the furnishing by ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore of this Agreement (all information required to be contained therein, ▇▇▇▇▇▇▇▇▇.▇▇▇ and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) Explore shall prepare and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SECCommission the Registration Statement, in which the Form F-4 Proxy Statement/Prospectus shall be included, in connection with the registration under the Securities Act of the Company shares of Explore Common Shares Stock to be issued under this Agreement and to the effect holders of the Transactions on capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ pursuant to the FTAC WarrantsAcquisition. Explore and ▇▇▇▇▇▇▇▇▇.▇▇▇ shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, 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 shall take all or any action required under any applicable federal or state securities laws in connection with the opportunity to redeem shares issuance of FTAC Class A Explore 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 pursuant to the date of Acquisition. As promptly as practicable after the Special Meeting (the “FTAC Stockholder Redemption”); Registration Statement shall have become effective, Explore and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned ▇▇▇▇▇▇▇▇▇.▇▇▇ shall each mail or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose cause to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and mailed the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing 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 PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTACtheir respective Shareholders. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (Agreement, Parent shall prepare and in any event on or prior file with the SEC a proxy statement to be sent to the later stockholders of each of Parent and the Company relating to the meeting of stockholders, and a Registration Statement on Form S-4 (iincluding a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the third issuance of shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (3rd) Business Day following such proxy statement and prospectus constituting a part thereof, the delivery “Proxy Statement/Prospectus”), and each of the financial statements pursuant Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by Parent with the first sentence of Section 7.04(aSEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) and (ii) December 31, 2020), FTAC, PGHL as required by the Securities Act or the Exchange Act. Parent and the Company shall use reasonable best efforts to prepare, and the Company shall file cooperate with the SEC, the Form F-4 each other in connection with the registration under the Securities Act preparation of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein and any Other Filings. Each Party shall as a prospectus and which will be used promptly as a proxy statement for reasonably practicable notify the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with Party of the opportunity to redeem shares receipt of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time any oral or written comments from the staff of the SEC on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned S-4 Registration Statement or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”)Other Filing. Without the prior written consent of the 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 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 or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus is first mailed to the stockholders of Parent, at the time of the Parent Stockholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 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 information 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 (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 best efforts to cause the Form F-4 S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing SEC and to keep respond promptly to any comments of the Form F-4 effective as long as is necessary to consummate the TransactionsSEC or its staff. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company Parties shall use commercially reasonable best 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 FTAC. (ii) Each of FTACany information, PGHL 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 the Company shall cooperate and mutually agree upon (with one another in filing such agreement 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 to be unreasonably withheld, delayed conditioned or conditioned)delayed. (c) Company shall reasonably cooperate with Parent and provide, any response and require its Representatives, advisors, accountants and attorneys to comments of 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 SEC or its staff with respect to the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus and any amendment or reasonably requested from Company to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus filed in response theretoProspectus. If FTAC, PGHL or The information provided by the Company becomes aware that any information contained to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus shall have become false not contain any untrue statement of a material fact or misleading in omit to state any material respect or that the Form F-4 and the Proxy Statement/Prospectus is fact required to be amended stated therein or necessary in order to comply with applicable Law, then (x) such party shall promptly inform make 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 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 supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicablestatements made therein, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each light of the Companycircumstances under which they were made, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 herebynot misleading. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as practicable following For the execution and delivery of this Agreement (and in any event on or prior to the later purposes of (i) registering Juniata Common Stock to be offered to holders of Liverpool Common Stock with the third (3rd) Business Day following SEC under the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) Securities Act and (ii) December 31holding the Liverpool Shareholders’ Meeting, 2020), FTAC, PGHL Juniata shall draft and the Company shall use reasonable best efforts to prepare, and Liverpool shall cooperate in the Company shall file with the SECpreparation of, the Form F-4 in connection with the registration under 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 of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by thereunder (such proxy statement/prospectus in the form mailed to the Liverpool shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Juniata shall file the Registration Statement, including the Proxy Statement-Prospectus, with the SEC, . Each of Juniata and Liverpool shall use commercially reasonable efforts to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of Liverpool and Juniata shall thereafter promptly mail the CompanyProxy Statement-Prospectus to the Liverpool shareholders. Juniata shall also use 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, on the other hand, and Liverpool shall furnish all information concerning it Liverpool and the holders of Liverpool Common Stock as may be reasonably be requested by the other party in connection with any such actions action. (b) Liverpool shall provide Juniata with any information concerning itself that Juniata may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and Juniata shall notify Liverpool promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 Liverpool promptly copies of all correspondence between Juniata or any of its representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and Juniata shall give Liverpool and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give Liverpool and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 Juniata and Liverpool agrees to use commercially reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Liverpool Common Stock entitled to vote at the FTAC Charter amendment as Liverpool Shareholders Meeting at the earliest practicable time. (c) Liverpool and Juniata shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Registration Statement contains an untrue statement of a material fact or omits to FTAC’s stockholdersstate 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, Liverpool shall cooperate with Juniata in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Juniata shall file an amended Registration Statement with the SEC, and Juniata and Liverpool shall mail an amended Proxy Statement-Prospectus to the Liverpool shareholders.

Proxy Statement/Prospectus. 8.2.1 For the purposes (ix) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering 1855 Bancorp's Common Stock to the later be issued to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 Sandwich Common Stock in connection with the registration Merger with the SEC under the Securities Act and applicable state securities laws and (y) of holding the Sandwich shareholders' meeting, 1855 Bancorp and Sandwich shall cooperate in the preparation of 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 proxy statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Company Common Shares to be issued under this Agreement Securities Act and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated thereunder (such proxy statement/prospectus in the form mailed by Sandwich to the Sandwich shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement-Prospectus"). 1855 Bancorp shall file the Merger Registration Statement with the SEC, . Each of 1855 Bancorp and Sandwich shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL Sandwich shall thereafter promptly mail the Proxy Statement- Prospectus to its stockholders. 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 Companytransactions contemplated by this Agreement, on the other hand, and Sandwich shall furnish all information concerning it Sandwich and the holders of Sandwich Common Stock as may be reasonably be requested by in connection with any such action. 8.2.2 The parties shall provide each other with any information concerning itself that the other party may reasonably request in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after -Prospectus and 1855 Bancorp shall notify Sandwich promptly of the Form F-4 is declared effective under receipt of any comments of the Securities Act, FTAC, PGHL 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 Sandwich promptly copies of all correspondence between 1855 Bancorp or any representative of 1855 Bancorp and the Company SEC. 1855 Bancorp shall give Sandwich 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 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 1855 Bancorp and Sandwich agrees to use all reasonable best efforts 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 stockholders the holders of FTACSandwich Common Stock entitled to vote at the Sandwich Stockholders Meeting referred to in Section 81 hereof at the earliest practicable time. (ii) Each of FTAC, PGHL 8.2.3 Sandwich and 1855 Bancorp shall promptly notify the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), other party if at any response to comments of the SEC or its staff with respect to the Form F-4 and time it becomes aware that the Proxy Statement/-Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that Merger Registration Statement contains any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false untrue statement of a material fact or misleading in any omits to state a material respect or that the Form F-4 and the Proxy Statement/Prospectus is fact required to be amended stated therein or necessary to make the statements contained therein, in order light of the circumstances under which they were made, not misleading. In such event, Sandwich and 1855 Bancorp shall cooperate in the preparation of a supplement or amendment to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one handProxy Statement-Prospectus which corrects such misstatement or omission, 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) cause an amendment or supplement 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 supplemented, Merger Registration Statement to be filed with the SEC and an amended Proxy Statement-Prospectus to be disseminated mailed to Sandwich's stockholders. Sandwich and 1855 Bancorp shall each provide to the holders of shares of FTAC Common Stockother a "comfort" letter from its independent certified public accountant, dated 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 Companydate of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to certain financial information regarding Sandwich and 1855 Bancorp, respectively, each in form and substance which is customary in transactions such as the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 herebyMerger. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As The parties hereto will cooperate in the preparation of an appropriate proxy statement/prospectus satisfying all applicable requirements of federal and state law (such proxy statement/prospectus in the form mailed to TTA and Arcada stockholders, together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement/Prospectus"). (ii) Arcada will furnish such information concerning itself as is necessary in order to cause the Proxy Statement/Prospectus, insofar as it relates to Arcada, to comply with Section l(e)(i). Arcada agrees promptly as practicable following the execution and delivery of this Agreement (and in to advise TTA if at any event on or time prior to the later of 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 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. (iiii) TTA will furnish such information concerning itself as is necessary in order to cause the third (3rd) Business Day following the delivery of the financial statements pursuant 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 first sentence of 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 7.04(al(e)(i) after the mailing thereof to TTA and Arcada stockholders. (iiiv) December 31, 2020), FTAC, PGHL TTA will prepare and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SECSEC a registration statement on Form S-4 (together with amendments thereto, the Form F-4 "Registration Statement") containing the Proxy Statement/Prospectus in connection with the registration under the Securities Act 1933 Act, and the rules and regulations promulgated thereunder (the "1933 Act") of the Company TTA Common Shares Stock to be issued under this Agreement and in connection with the effect of Merger, will use all reasonable efforts to have or cause the Transactions Registration Statement 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 FTAC WarrantsNasdaq SmallCap Market-SM, which Form F-4 and will also contain take any other action required to be 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 which will has been approved for use in all necessary states. The parties shall cooperate with each other in taking any other appropriate actions that may be included therein as a prospectus and which will be used as a proxy statement for necessary to cause 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 (B) soliciting proxies from holders of FTAC TTA Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing 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 PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party issued in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective Merger to be registered under the Securities 1933 Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution date hereof, Buyer and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts cooperate in preparing and each shall cause to prepare, and the Company shall file be filed with the SEC, the Form F-4 in connection with the 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 Commission mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus which and Buyer shall prepare and file with the Commission the Form S-4. The Proxy Statement/Prospectus will be included therein as a prospectus in and which will be used as constitute 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 part of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, Form S-4 as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 postponedBuyer's prospectus. Each of FTAC, PGHL Buyer and the Company shall use its commercially reasonable best efforts to cause the Form F-4 and have the Proxy Statement/Prospectus to comply with the rules and regulations promulgated cleared by the SEC, to have Commission and the Form F-4 S-4 declared effective under by the Securities Act Commission as promptly as practicable soon after such filing as practicable and to keep the Form F-4 S-4 effective as long as is necessary to consummate the TransactionsMerger and the transactions contemplated hereby. Each of FTACBuyer and Company shall, on the one handas promptly as practicable after receipt thereof, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by provide the other party in connection with such actions copies of any written comments, and the preparation advise each other of the Form F-4 and any oral comments, with respect to the Proxy Statement/ProspectusProspectus or Form S-4 received from the Commission. Promptly after The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form F-4 is declared effective under S-4 prior to filing such with the Securities ActCommission and will provide each other with a copy of all such filings made with the Commission. Notwithstanding any other provision herein to the contrary, FTACno 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, PGHL and which approval shall not be unreasonably withheld or delayed; provided, however, that, with respect to documents filed by a party hereto that are incorporated by reference in the Company Form S-4 or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Buyer stockholders of FTAC. (iiif the Buyer Stockholder Approval is necessary or reasonably deemed desirable) Each of FTAC, PGHL and Company will use commercially reasonable efforts to cause the Company shall cooperate and mutually agree upon (such agreement not Proxy Statement/ Prospectus to be unreasonably withheldmailed to Company stockholders, delayed in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer or conditionedCompany, 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 response to comments of the SEC Form S-4 or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware so that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false of such documents would not include any misstatement of a material fact or misleading in omit to state any material respect or that fact necessary to make the Form F-4 and statements therein, in light of the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawcircumstances under which they were made, then (x) not misleading, the party hereto discovering such party information shall promptly inform notify the other parties and (y) FTAChereto and, on to the one handextent required by law, and PGHL and the Companyrules or regulations, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an appropriate amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company describing such information shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be promptly filed with the SEC and Commission and, to be the extent required by law, disseminated to the holders stockholders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law Buyer and subject Company. (b) Subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each fiduciary duties of the Company's Board of Directors under applicable law, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts duly take all lawful action 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Company Stockholders Meeting as soon as practicable on a date determined in accordance with the DGCL mutual agreement of Buyer and Company for a date no later than 35 days following the SEC Clearance Date (purpose of obtaining the Company Stockholder Approval and, subject to Section 9.03(b)5.2, shall take all lawful action, consistent with its fiduciary duties, to solicit the Company Stockholder Approval. The Board of Directors of Company shall recommend the adoption of the plan of Merger contained in this Agreement by the stockholders of Company (the "Company Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Buyer such recommendation, or (ii) cause take any action or make any statement in connection with the Proxy Statement/Prospectus Company 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 to effect any action permitted by Section 8.1 hereof. Notwithstanding any Change in Company Recommendation, this Agreement shall be disseminated submitted to FTAC’s the 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 such Buyer Stockholder Approval is required under the 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 compliance accordance with applicable Lawthe 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 solicit the Buyer Stockholder Approval. FTAC If such Buyer Stockholder Approval is required under the DGCL or Nasdaq rules to consummate the Merger, the Board of Directors of Buyer shall obtain recommend that the written consent stockholders of Buyer amend the holders Certificate of Incorporation to increase the Class B authorized Buyer Common Stock and to permit the FTAC Charter amendment as promptly as practicable after issuance of Buyer Common Stock in the Proxy Statement/Prospectus is disseminated Merger (the "Buyer Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to FTAC’s stockholderswithdraw, 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 (ix) As promptly as practicable following the execution of registering Company Common Stock and delivery of this Agreement (and in any event on or prior Company Preferred Stock to the later be offered to holders of (i) CFB Common Stock in connection with the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) Merger and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 Community First Preferred Stock in connection with the registration Bank Merger, with the SEC under the Securities Act and (y) of holding the CFB Shareholders Meeting, and the meeting of shareholders of Community First Bank, the Company shall draft and prepare, and CFB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement of each of CFB and Community First Bank, and a prospectus, or multiple prospectuses of the Company Common Shares to be issued under this Agreement satisfying all applicable requirements of applicable banking laws, and of the Securities Act and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by thereunder (such proxy statement/prospectus in the form mailed to the CFB and/or Community First Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). The Company shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC, . Each of the Company and CFB shall use their commercially reasonable efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of CFB and the CompanyCompany shall thereafter promptly mail the Proxy Statement-Prospectus to the CFB shareholders of each of CFB and Community First Bank. The Company shall also use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, on the other hand, and CFB shall furnish all information concerning it CFB and the holders of CFB Common Stock and Community First Preferred Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. CFB shall provide the Company with any information concerning itself that the Company may reasonably request in connection with the drafting and the 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 the Company shall use reasonable best efforts to cause notify CFB promptly of the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to CFB promptly copies of all correspondence between the Form F-4 Company or any of their representatives and the Proxy Statement/ProspectusSEC. FTAC, PGHL and the The Company shall use reasonable best efforts to cause the Form F-4 give CFB and the Proxy Statement/Prospectus as so amended or 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a counsel reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give CFB and its counsel the reasonable opportunity to keep review and comment on all amendments and supplements to the Form F-4 effective through 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 Closing in order to permit the consummation SEC. Each of the transactions contemplated herebyCompany and CFB agrees to use 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 CFB Common Stock and Community First Preferred Stock entitled to vote at their respective CFB Shareholders Meeting and the Community First Shareholders Meeting at the earliest practicable time. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act8.2.3. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL CFB and the Company shall use reasonable best efforts to, as promptly as practicable (and in notify the other party if at any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause 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, CFB shall cooperate with the Company in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and the Company shall file an amended Merger Registration Statement with the SEC, and each party shall mail an amended Proxy Statement-Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholdersits respective shareholders.

Proxy Statement/Prospectus. (ia) As promptly as practicable following For the execution and delivery of this Agreement (and in any event on or prior to the later purposes of (i) registering Juniata Common Stock to be offered to holders of FNBPA Common Stock with the third (3rd) Business Day following SEC under the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) Securities Act and (ii) December 31, 2020), FTAC, PGHL holding the FNBPA Shareholders’ Meeting and the Company Juniata Shareholders’ Meeting, Juniata shall use reasonable best efforts to draft and prepare, and FNBPA shall cooperate in the Company shall file with the SECpreparation of, the Form F-4 in connection with the registration under 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 of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by thereunder (such proxy statement/prospectus in the form mailed to the Juniata shareholders and the FNBPA shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Juniata shall file the Registration Statement, including the Proxy Statement-Prospectus, with the SEC, . Each of Juniata and FNBPA shall use commercially reasonable efforts to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of FNBPA and Juniata shall thereafter promptly mail the Proxy Statement-Prospectus to the Juniata shareholders and the CompanyFNBPA shareholders. Juniata shall also use 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, on the other hand, and FNBPA shall furnish all information concerning it FNBPA and the holders of FNBPA Common Stock as may be reasonably be requested by the other party in connection with any such actions action. (b) FNBPA shall provide Juniata with any information concerning itself that Juniata may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and Juniata shall notify FNBPA promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 FNBPA promptly copies of all correspondence between Juniata or any of its representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and Juniata shall give FNBPA and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give FNBPA and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 Juniata and FNBPA agrees to use commercially reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Juniata Common Stock and the FNBPA Common Stock entitled to vote at the FTAC Charter amendment as Juniata Shareholders’ Meeting and the FNBPA Shareholders Meeting at the earliest practicable time. (c) FNBPA and Juniata shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus or the Registration Statement contains 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, FNBPA shall cooperate with Juniata in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Juniata shall file an amended Registration Statement with the SEC, and Juniata and FNBPA shall mail an amended Proxy Statement-Prospectus to the Juniata shareholders and the FNBPA shareholders. If requested by Juniata, 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 FNBPA, in form and substance that is disseminated to FTAC’s stockholderscustomary in transactions such as the Merger.

Proxy Statement/Prospectus. (ia) As promptly as practicable following For the execution and delivery of this Agreement (and in any event on or prior to the later purposes of (i) registering Penns ▇▇▇▇▇ Common Stock to be offered to holders of Luzerne Common Stock in connection with the third (3rd) Business Day following Merger with the delivery of SEC under the financial statements pursuant to the first sentence of Section 7.04(a) Securities Act and (ii) December 31, 2020), FTAC, PGHL holding the Luzerne Shareholders’ Meeting and the Company Penns ▇▇▇▇▇ Shareholders’ Meeting, Penns ▇▇▇▇▇ shall use reasonable best efforts to draft and prepare, and Luzerne shall cooperate in the Company shall file with the SECpreparation of, the Form F-4 in connection with the registration under 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 of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by thereunder (such proxy statement/prospectus in the form mailed to the Luzerne shareholders and the Penns ▇▇▇▇▇ shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Penns ▇▇▇▇▇ shall file the Registration Statement, including the Proxy Statement-Prospectus, with the SEC, . Each of Penns ▇▇▇▇▇ and Luzerne shall use commercially reasonable efforts to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of Luzerne and Penns ▇▇▇▇▇ shall thereafter promptly mail the Proxy Statement-Prospectus to the Luzerne shareholders and the CompanyPenns ▇▇▇▇▇ shareholders. Penns ▇▇▇▇▇ shall also use 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, on the other hand, and Luzerne shall furnish all information concerning it Luzerne and the holders of Luzerne Common Stock as may be reasonably be requested by the other party in connection with any such actions action. (b) Luzerne shall provide Penns ▇▇▇▇▇ with any information concerning itself that Penns ▇▇▇▇▇ may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and Penns ▇▇▇▇▇ shall notify Luzerne promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 Luzerne promptly copies of all correspondence between Penns ▇▇▇▇▇ or any of its representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and Penns ▇▇▇▇▇ shall give Luzerne and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give Luzerne and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 Penns ▇▇▇▇▇ and Luzerne agrees to use commercially reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent holders of Luzerne Common Stock entitled to vote at the Luzerne Shareholders Meeting and to the holders of the Class B Penns ▇▇▇▇▇ Common Stock entitled to vote at the FTAC Charter amendment as Penns ▇▇▇▇▇ Shareholders Meeting at the earliest practicable time. (c) Luzerne and Penns ▇▇▇▇▇ shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus or the Registration Statement contains 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, Luzerne shall cooperate with Penns ▇▇▇▇▇ in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Penns ▇▇▇▇▇ shall file an amended Registration Statement with the SEC, and Luzerne shall mail an amended Proxy Statement-Prospectus to the Luzerne shareholders and Penns ▇▇▇▇▇ shall mail an amended Proxy Statement-Prospectus to the Penns ▇▇▇▇▇ shareholders. If requested by Penns ▇▇▇▇▇, Luzerne shall obtain a “comfort” letter from its independent registered public accounting 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 Luzerne, in form and substance that is disseminated to FTAC’s stockholderscustomary in transactions such as the Merger.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (Agreement, the Parent shall prepare and in any event on or prior file with the SEC a proxy statement to be sent to the later stockholders of (i) the third (3rd) Business Day following the delivery each of the financial statements pursuant Parent and the Company relating to the first sentence meeting of Section 7.04(athe 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 issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (ii) December 31or a newly filed S-8 Registration Statement, 2020as applicable), FTACof which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, PGHL the “Proxy Statement/Prospectus”), and each of the Company and the Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by the Parent with the SEC in connection with the Amalgamation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the United States Exchange Act. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the Noteholder will be registered on the S-4 Registration Statement. The Parent and the Company shall use reasonable best efforts to prepare, and the Company shall file cooperate with the SEC, the Form F-4 each other in connection with the registration under the Securities Act preparation of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein and any Other Filings. Each Party shall as a prospectus and which will be used promptly as a proxy statement for reasonably practicable notify the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with Party of the opportunity to redeem shares receipt of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time any oral or written comments from the staff of the SEC on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned S-4 Registration Statement or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”)Other Filing. Without the prior written consent of the 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 The Parent and the Company shall also use its their reasonable best 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 or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus is first mailed to the Parent Stockholders, at the time of the Parent Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by the Company to the Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the 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 Form F-4 S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing SEC and to keep respond promptly to any comments of the Form F-4 effective as long as is necessary to consummate the TransactionsSEC or its staff. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company Parties shall use commercially reasonable best 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 of FTAC. (ii) Each of FTAC, PGHL and 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 shall cooperate and mutually agree upon (such agreement not to be unreasonably withheldoccurs, delayed or conditioned), any response to comments of if the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL Parent or the Company becomes aware of any information, that any information contained should be disclosed 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 to the Form F-4 and the S-4 Registration Statement and/or Proxy Statement/Prospectus, then the Parent or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. FTACNo filing of, PGHL and or amendment or supplement to, the Company shall use reasonable best efforts to cause the Form F-4 and the S-4 Registration Statement and/or Proxy Statement/Prospectus as so amended or supplemented, to will be filed with made by the SEC and to be disseminated to Parent without 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 prior written consent of the Company, PGHL and FTAC which consent shall provide the other parties with copies of any written commentsnot be unreasonably withheld, and shall inform such other parties of any oral comments, that such party receives from the SEC conditioned or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 herebydelayed. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as practicable following 8.2.1 For the execution and delivery of this Agreement (and in any event on or prior to the later purposes of (ix) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file registering with the SEC, SEC under the Form F-4 Securities Act and applicable state securities laws the FCLF Common Stock to be offered to Partners Stockholders in connection with the registration under Merger, and (y) holding the Partners Stockholders Meeting, FCLF shall draft and prepare, and 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 of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated thereunder (such proxy statement/prospectus in the form mailed by Partners to the SECPartners Stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FCLF shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the 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 FCLF and Partners shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL Partners shall thereafter within five business days print and mail the CompanyProxy Statement-Prospectus to the Partners Stockholders. 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 Contemplated Transactions, on the other hand, and Partners shall furnish all information concerning it Partners and the holders of Partners Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.3 Partners shall provide FCLF with any information concerning itself that FCLF requests in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and FCLF shall notify Partners promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Partners promptly copies of all correspondence between FCLF, or any of its representatives and the SEC. The information to be provided by or with respect to FCLF for inclusion or incorporation by reference in the Proxy Statement/-Prospectus and any amendment to will not, at the Form F-4 and time the Proxy Statement/-Prospectus filed is mailed, contain any untrue statement of a material fact or omit to state any material fact necessary in response theretoorder to make the statements therein not misleading. If FTAC, PGHL or the Company becomes aware that any The information contained to be provided by Partners for inclusion in the Form F-4 and the Proxy Statement/-Prospectus shall have become false or misleading in any material respect or that will not, at the Form F-4 and time the Proxy Statement/-Prospectus is required mailed, contain any untrue statement of a material fact or omit to be amended state any material fact necessary in order to comply with applicable Lawmake the statements therein not misleading. The information supplied, 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 or to be unreasonably withheldsupplied, delayed by or conditioned) an amendment or supplement 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to FCLF for inclusion or incorporation by reference in the Form F-4 and Applications will, at the Proxy Statement/Prospectus promptly after 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 receipt of Applications will, at the time such comments and documents are filed with any Regulatory Authority, be accurate in all material respects. FCLF shall give Partners and its counsel, which may be any independent third-party counsel selected by the other parties a reasonable Board of Directors of Partners, the opportunity to review and comment on any proposed written or oral responses to such comments and the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give Partners and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 FCLF, and Partners agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock mailed to the FTAC Charter amendment as promptly as Partners Stockholders entitled to vote at the Partners Stockholders Meeting, referred to in Section 8.1 hereof at the earliest practicable after 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. 8.2.4 Partners and FCLF shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus is disseminated or the Merger Registration Statement contains any untrue statement of a material fact or omits to FTAC’s stockholdersstate 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, Partners shall fully cooperate with FCLF in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FCLF shall file an amended Merger Registration Statement with the SEC that corrects such misstatement or omission and Partners shall mail an amended Proxy Statement-Prospectus to the Partners Stockholders.

Proxy Statement/Prospectus. (ia) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31date hereof, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, prepare and the Company shall file with the SEC, the Form F-4 in connection with the 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 SEC the Proxy Statement/Prospectus which and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included therein as a prospectus and which will be used as a proxy statement for in the Special Meeting Registration Statement on Form S-4) with respect toto the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, among other things: (A) providing FTAC’s stockholders the Company shall prepare and file with the opportunity SEC an amendment to redeem shares of FTAC Class A Common Stock its Registration Statement on Form S-1 to reflect the transactions contemplated 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”)Agreement. Without the prior written consent of the 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 The Company shall use its reasonable best efforts to cause have such Proxy Statement/Prospectus cleared by the Form F-4 SEC under the Exchange Act and the Registration Statements declared effective by the SEC under the Securities Act and the Exchange Act, as the case may be, as promptly as practicable after such filings. 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, the Company shall mail the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, its stockholders. (c) No amendment or supplement to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing 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 PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to or any Registration Statement will be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and made by the Company shall cooperate without the approval of Forest and mutually agree upon Spinco (such agreement approval not to be unreasonably withheldwithheld or delayed). The Company will advise Forest and Spinco, delayed or conditioned)promptly after it receives notice thereof, any response to comments of the time when any Registration Statement 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 the Company Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff with respect to the Form F-4 and for amendment of the Proxy Statement/Prospectus or any Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) If, at any amendment time prior to the Form F-4 and Effective Time, any event or circumstance should occur that results in 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 Registration Statements containing an untrue statement of a material fact or misleading in omitting to state any material respect or that the Form F-4 and the Proxy Statement/Prospectus is fact required to be amended stated therein or necessary to make the statements therein, in order to comply with applicable Lawthe light of the circumstances under which they are made, then (x) such party shall promptly inform the other parties and (y) FTACnot misleading, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to or that otherwise should be unreasonably withheld, delayed or conditioned) described in an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTACProspectus or the Registration Statements, PGHL Forest, Spinco and the Company shall use reasonable best efforts to cause promptly notify each other of the Form F-4 occurrence of such event and the Proxy Statement/Prospectus as so amended or supplementedthen promptly prepare, to be filed file and clear with the SEC and to be disseminated mail 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter each such amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholdersor supplement.

Proxy Statement/Prospectus. (i) Registration Statement; -------------------------------------------------- Other Filings. As promptly as practicable following after the execution and delivery of this Agreement (Agreement, the Company will prepare and file with the SEC the Proxy Statement, and the Parent will prepare and file with the SEC the Registration Statement in any event on or prior to which the later of (i) the third (3rd) Business Day following the delivery Proxy Statement will be included as a prospectus. Each of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL Company and the Company shall Parent will respond to any comments of the SEC and will use reasonable its best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by the SEC, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filing. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time. As promptly as practicable after the date of this Agreement, the Company and the Parent will prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal, foreign or state securities laws relating to keep the Form F-4 effective as long as is necessary to consummate Merger and the Transactionstransactions contemplated by this Agreement (the "Other Filings"). Each party will notify the other party promptly upon the receipt of FTACany comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will supply the other party with copies of all correspondence between such party or any of its representatives, on the one hand, and PGHL and the CompanySEC or its staff or any other government officials, on the other hand, shall furnish all information concerning it as may reasonably be requested by with respect to the other party in connection with such actions and the preparation of the Form F-4 and Registration Statement, the Proxy Statement/Prospectus, the Merger or any Other Filing. Promptly From and after the Form F-4 is declared effective under date of this Agreement until the Securities ActEffective Time, FTAC, PGHL the Parent and the Company shall use reasonable best efforts to cause file with the Proxy Statement/Prospectus SEC when due all reports required to be mailed filed pursuant to stockholders Section 13 or 15(d) of FTAC. (ii) Each of FTACthe Exchange Act, PGHL and the Company Parent 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 make available to the Form F-4 and the Proxy Statement/Prospectus and any amendment Company's stockholders such information as may be required in connection with their election as to the Form F-4 and the Proxy Statement/Prospectus filed in response theretoform of Merger Consideration. If FTAC, PGHL or the Company becomes aware Whenever any event occurs 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 set forth 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 to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Registration Statement or any Other Filing or to be made available to the Company's stockholders in connection with such election, the Company shall use reasonable best efforts to cause or the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common StockParent, as applicablethe case may be, 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 will promptly inform the other parties party of such occurrence and cooperate in filing with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect or any other government officials, and/or mailing to stockholders of the Company, such amendment, supplement or information. The Proxy Statement will also include the recommendations of the Board of Directors of the Company in favor of approval of this Agreement (except that the Board of the Company may withdraw, modify or refrain from making such recommendation to the Form F-4 and extent that the Proxy Statement/Prospectus promptly Board determines in good faith, after consulting with outside legal counsel, that the receipt of such comments and shall give the other parties a reasonable opportunity Board's fiduciary duties under applicable law require it to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its 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 herebydo so). (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31date hereof, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, prepare and the Company shall file with the SEC, the Form F-4 in connection with the 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 SEC the Proxy Statement/Prospectus which and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included therein as a prospectus and which will be used as a proxy statement for in the Special Meeting Registration Statement on Form S-4) with respect toto the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, among other things: (A) providing FTAC’s stockholders the Company shall prepare and file with the opportunity SEC an amendment to redeem shares of FTAC Class A Common Stock its Registration Statement on Form S-1 to reflect the transactions contemplated 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”)Agreement. Without the prior written consent of the 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 The Company shall use its reasonable best efforts to cause have such Proxy Statement/Prospectus cleared by the Form F-4 SEC under the Exchange Act and the Registration Statements declared effective by the SEC under the Securities Act and the Exchange Act, as the case may be, as promptly as practicable after such filings. 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, the Company shall mail the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, its stockholders. (c) No amendment or supplement to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing 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 PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to or any Registration Statement will be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and made by the Company shall cooperate without the approval of Forest and mutually agree upon Spinco (such agreement approval not to be unreasonably withheldwithheld or delayed). The Company will advise Forest and Spinco, delayed or conditioned)promptly after it receives notice thereof, any response to comments of the time when any Registration Statement 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 the Company Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff with respect to the Form F-4 and for amendment of the Proxy Statement/Prospectus or any Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) If, at any amendment time prior to the Form F-4 and Effective Time, any event or circumstance should occur that results in 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 Registration Statements containing an untrue statement of a material fact or misleading in omitting to state any material respect or that the Form F-4 and the Proxy Statement/Prospectus is fact required to be amended stated therein or necessary to make the statements therein, in order to comply with applicable Lawthe light of the circumstances under which they are made, then (x) such party shall promptly inform the other parties and (y) FTACnot misleading, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to or that otherwise should be unreasonably withheld, delayed or conditioned) described in an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTACProspectus or the Registration Statements, PGHL Forest, Spinco and the Company shall use reasonable best efforts to cause promptly notify each other of the Form F-4 occurrence of such event and the Proxy Statement/Prospectus as so amended or supplementedthen promptly prepare, to be filed file and clear with the SEC and to be disseminated mail to the holders of shares of FTAC Common Stock, as applicable, in Company's stockholders 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 inform such other parties of any oral comments, that such party receives from the SEC amendment or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 herebysupplement. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ia) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering BMBC Common Stock to the later be offered to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 FKF Common Stock in connection with the registration Merger with the SEC under the Securities Act and (b) of holding the FKF Shareholders Meeting, BMBC shall promptly draft and prepare, and 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 Company Common Shares to be issued under this Agreement Securities Act and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by thereunder (such proxy statement/prospectus in the SECform mailed to the FKF shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BMBC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC within sixty (60) days after the date of this Agreement or as soon as reasonably practicable thereafter. Each of BMBC and FKF shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of FKF and BMBC shall thereafter promptly mail the CompanyProxy Statement-Prospectus to the FKF shareholders. 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, on the other hand, and FKF shall furnish all information concerning it FKF and the holders of FKF Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. FKF shall provide BMBC with any information concerning itself that BMBC may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and BMBC shall notify FKF promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 FKF promptly copies of all correspondence between BMBC or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and BMBC shall give the other parties a FKF and its counsel reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give FKF and its counsel reasonable opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 BMBC and FKF agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B FKF Common Stock entitled to vote at the FTAC Charter amendment as FKF Shareholders Meeting hereof at the earliest practicable time. 8.2.3. FKF and BMBC shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Merger Registration Statement contains any untrue statement of a material fact or omits to FTAC’s stockholdersstate 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, FKF shall cooperate with BMBC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BMBC shall file an amended Merger Registration Statement with the SEC, and FKF shall mail an amended Proxy Statement-Prospectus to the FKF shareholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ix) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering DNB Common Stock to the later be offered to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 E▇▇ Common Stock in connection with the registration Merger with the SEC under the Securities Act and (y) of holding the Company Common Shares to be issued under this Agreement E▇▇ Shareholders Meeting and the effect of DNB Shareholders Meeting, DNB shall draft and prepare, and E▇▇ shall cooperate in the Transactions on preparation of, the FTAC WarrantsMerger Registration Statement, 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 including a proxy statement for the Special Meeting with respect toof E▇▇, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares a proxy statement 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 DNB and a prospectus of DNB satisfying all applicable requirements of applicable state securities and banking laws, and of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 Securities Act and the Company shall use its reasonable best efforts to cause the Form F-4 Exchange Act, and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by thereunder (such proxy statement/prospectus in the form mailed to the E▇▇ and DNB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement-Prospectus"). DNB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC, . Each of DNB and E▇▇ shall use their commercially reasonable efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of E▇▇ and DNB shall thereafter promptly mail the CompanyProxy Statement-Prospectus to the E▇▇ and DNB shareholders. DNB shall also use its commercially reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, on the other hand, and E▇▇ shall furnish all information concerning it E▇▇ and the holders of E▇▇ Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. E▇▇ shall provide DNB with any information concerning itself that DNB may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and DNB shall notify E▇▇ promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 E▇▇ promptly copies of all correspondence between DNB or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and DNB shall give the other parties a E▇▇ and its counsel reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give E▇▇ and its counsel the reasonable opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 DNB and E▇▇ agrees to use commercially reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B E▇▇ Common Stock and DNB Common Stock entitled to vote at their respective E▇▇ Shareholders Meeting and DNB Shareholders Meeting at the FTAC Charter amendment as earliest practicable time. 8.2.3. ERB and DNB shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Merger Registration Statement contains any untrue statement of a material fact or omits to FTAC’s stockholdersstate 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, ERB shall cooperate with DNB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and DNB shall file an amended Merger Registration Statement with the SEC, and each party shall mail an amended Proxy Statement-Prospectus to its respective shareholders.

Proxy Statement/Prospectus. (a) For the purposes (i) As promptly as practicable following of registering the execution shares of ENB Common Stock to be offered to holders of CNS Common Stock in connection with the Merger with the SEC under the Securities Act and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) applicable state securities laws and (ii) December 31of holding the CNS Stockholders Meeting, 2020), FTAC, PGHL ENB and the Company CNS shall use reasonable best efforts to prepare, jointly prepare a combined proxy statement and the Company shall file with the SEC, the Form F-4 in connection with the registration under prospectus satisfying all applicable requirements of the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated thereunder (such proxy statement/prospectus in the form mailed by CNS to the CNS stockholders, together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement-Prospectus"). ENB shall prepare and file the Registration Statement, in which the Proxy Statement-Prospectus will be included, with the SEC, . Each of ENB and CNS shall use their best efforts to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL CNS shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders. 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 Companytransactions contemplated by this Agreement, on the other hand, and CNS shall furnish all information concerning it CNS and the holders of CNS Common Stock as may be reasonably be requested by the other party in connection with any such actions and the 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 the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTACaction. (iib) Each ENB shall notify CNS promptly of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), receipt of 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 CNS promptly copies of all correspondence between ENB or any representative of ENB and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and ENB shall give CNS and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral all amendments and supplements to the Proxy Statement-Prospectus and all responses to such requests for additional information and replies to comments prior to responding their being filed with, or sent to, the SEC. Each of ENB and CNS agrees to use all reasonable efforts, after consultation with the SEC or its staff. FTACother party hereto, PGHL to respond promptly to all such comments of 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 requests by 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B CNS Common Stock entitled to vote at the FTAC Charter amendment as CNS Stockholders Meeting referred to in Section 4.8 hereof at the earliest practicable time. (c) CNS and ENB shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Registration Statement contains any untrue statement of a material fact or omits to FTAC’s 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, CNS shall cooperate with ENB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus which corrects such misstatement or omission, and ENB shall file an amended Registration Statement with the SEC, and CNS shall mail an amended Proxy Statement-Prospectus to CNS's stockholders.

Proxy Statement/Prospectus. (a) For the purposes (i) As promptly as practicable following of registering the execution shares of ENB Common Stock to be offered to holders of CNS Common Stock in connection with the Merger with the SEC under the Securities Act and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) applicable state securities laws and (ii) December 31of holding the CNS Stockholders Meeting, 2020), FTAC, PGHL ENB and the Company CNS shall use reasonable best efforts to prepare, jointly prepare a combined proxy statement and the Company shall file with the SEC, the Form F-4 in connection with the registration under prospectus satisfying all applicable requirements of the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated thereunder (such proxy statement/prospectus in the form mailed by CNS to the CNS stockholders, together with any and all amendments or supplements thereto, being herein referred to as the "PROXY STATEMENT-PROSPECTUS"). ENB shall prepare and file the Registration Statement, in which the Proxy Statement-Prospectus will be included, with the SEC, . Each of ENB and CNS shall use their best efforts to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL CNS shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders. 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 Companytransactions contemplated by this Agreement, on the other hand, and CNS shall furnish all information concerning it CNS and the holders of CNS Common Stock as may be reasonably be requested by the other party in connection with any such actions and the 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 the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTACaction. (iib) Each ENB shall notify CNS promptly of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), receipt of 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 CNS promptly copies of all correspondence between ENB or any representative of ENB and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and ENB shall give CNS and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral all amendments and supplements to the Proxy Statement-Prospectus and all responses to such requests for additional information and replies to comments prior to responding their being filed with, or sent to, the SEC. Each of ENB and CNS agrees to use all reasonable efforts, after consultation with the SEC or its staff. FTACother party hereto, PGHL to respond promptly to all such comments of 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 requests by 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B CNS Common Stock entitled to vote at the FTAC Charter amendment as CNS Stockholders Meeting referred to in Section 4.8 hereof at the earliest practicable time. (c) CNS and ENB shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Registration Statement contains any untrue statement of a material fact or omits to FTAC’s 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, CNS shall cooperate with ENB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus which corrects such misstatement or omission, and ENB shall file an amended Registration Statement with the SEC, and CNS shall mail an amended Proxy Statement-Prospectus to CNS's stockholders.

Proxy Statement/Prospectus. For the purposes (ix) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering Buyer Common Stock to the later be issued to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 Seller's Common Stock in connection with the registration Merger with the SEC under the Securities Act and applicable state securities laws and (y) of holding the Seller shareholders' meeting, Buyer and Seller shall cooperate in the preparation of a registration statement (such registration statement, together with all and any amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a proxy statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Company Common Shares to be issued under this Agreement Securities Act and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated thereunder (such proxy statement/prospectus in the form mailed by Seller to the SECSeller shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement-Prospectus"). Buyer shall promptly prepare and file with the SEC the Registration Statement, in which the Proxy Statement-Prospectus will be included as a prospectus. Each of Buyer and Seller shall use their best efforts to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of Seller and Buyer shall thereafter promptly mail the CompanyProxy Statement-Prospectus to its respective stockholders. Buyer shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, on the other hand, and Seller shall furnish all information concerning it Seller and the holders of Seller Common Stock as may be reasonably be requested by the other party in connection with any such actions action. Seller and Buyer shall each promptly notify the other if at any time it becomes aware that the Proxy Statement-Prospectus 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, Seller and Buyer shall cooperate in the preparation of the Form F-4 and a supplement or amendment to the Proxy Statement/-Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTACwhich corrects such misstatement or omission, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 supplemented, same to be filed with the SEC FDIC 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 distributed to keep the Form F-4 effective through the Closing in order to permit the consummation stockholders of the transactions contemplated herebySeller. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) Registration Statement; Other --------------------------------------------------------- Filings. As promptly as practicable following after the execution and delivery of this Agreement (Agreement, ------- Target and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to Parent will prepare, and the Company shall file with the SEC, the Form F-4 in connection Proxy Statement/Prospectus and Parent will prepare and file with the registration under SEC the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC Warrants, Registration Statement in 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 postponedprospectus. Each of FTAC, PGHL Target and the Company shall use its reasonable best efforts Parent will respond to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by any comments of the SEC, will use its respective commercially reasonable efforts to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing 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 PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to Target will cause the Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of FTAC. this Agreement, each of Target and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (ii) the "Other Filings"). Each of FTAC, PGHL Target and Parent will notify the Company shall cooperate and mutually agree ------------- other promptly upon (such agreement not to be unreasonably withheld, delayed or conditioned), the receipt of any response to comments of from the SEC or its staff with respect 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 Form F-4 and Registration Statement, the Proxy Statement/Prospectus or any Other Filing or for additional information and any amendment to will supply the 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 other with applicable Law, then (x) copies of all correspondence between such party shall promptly inform the other parties and (y) FTACor any of its representatives, on the one hand, and PGHL and the CompanySEC or its staff or any other government officials, on the other hand, shall cooperate fully with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Target and mutually agree upon (such agreement not 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 the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be unreasonably withheld, delayed or conditioned) set forth in an amendment or supplement 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 Registration Statement or supplementedany Other Filing, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common StockTarget or Parent, as applicablethe case may be, 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 will promptly inform the other parties of such occurrence and cooperate in filing with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect or any other government officials, and/or mailing to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt stockholders of Target, such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written amendment or oral responses to such comments prior to responding to the SEC or its 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 herebysupplement. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as practicable following For the execution and delivery of this Agreement (and in any event on or prior to the later purposes of (i) registering Mid Penn Common Stock to be offered to holders of 1st Colonial Common Stock in connection with the third (3rd) Business Day following Merger with the delivery of SEC under the financial statements pursuant to the first sentence of Section 7.04(a) Securities Act and (ii) December 31holding the 1st Colonial Shareholders’ Meeting, 2020), FTAC, PGHL Mid Penn shall draft and the Company shall use reasonable best efforts to prepare, and 1st Colonial shall cooperate in the Company shall file with the SECpreparation of, the Form F-4 in connection with the registration under Registration Statement, including a joint proxy statement and prospectus, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsExchange Act, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated by thereunder (such proxy statement-prospectus in the SECform mailed to the 1st Colonial shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn shall use its best efforts to file, or cause to be filed, the Registration Statement, including the Proxy Statement-Prospectus, with the SEC within sixty (60) days of the date of this Agreement or as promptly as reasonably practicable thereafter. Each of Mid Penn and 1st Colonial shall use commercially reasonable efforts to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL 1st Colonial shall thereafter promptly mail the Proxy Statement-Prospectus to the 1st Colonial shareholders. Mid Penn shall also use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Companytransactions contemplated by this Agreement, on the other hand, and 1st Colonial shall furnish all information concerning it 1st Colonial and the holders of 1st Colonial Common Stock as may be reasonably be requested by the other party in connection with any such actions action. (b) 1st Colonial shall provide Mid Penn with any information concerning itself that Mid Penn may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and Mid Penn shall notify 1st Colonial promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 1st Colonial promptly copies of all correspondence between Mid Penn or any of its representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and Mid Penn shall give 1st Colonial and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give 1st Colonial and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 Mid Penn and 1st Colonial agrees to use commercially reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B 1st Colonial Common Stock entitled to vote at the FTAC Charter amendment as 1st Colonial Shareholders’ Meeting at the earliest practicable time. (c) 1st Colonial and Mid Penn shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Registration Statement contains an untrue statement of a material fact or omits to FTAC’s stockholdersstate 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, 1st Colonial shall cooperate with Mid Penn in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Mid Penn shall file an amended Registration Statement with the SEC, and 1st Colonial, in its sole determination, shall mail an amended Proxy Statement-Prospectus to the 1st Colonial shareholders.

Proxy Statement/Prospectus. (i) As promptly soon as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Agreement, 2020), FTAC, PGHL Parent and the Company shall use reasonable best efforts to prepare, prepare and the Company shall file with the SEC, the Form F-4 in connection with the 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 SEC 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 Company each shall use its reasonable best efforts to cause the Form F-4 and have the Proxy Statement/Prospectus filed on or before November 11, 1997 and to comply with the rules and regulations promulgated be cleared by the SEC, to have the Form F-4 declared effective under the Securities Act SEC as promptly as practicable after thereafter. As soon as practicable following such filing clearance Parent shall prepare and file with the SEC the Registration Statement, of which the Proxy Statement/Prospectus 38 will form a part, and shall use its best efforts to keep have the Form F-4 Registration Statement declared effective by the SEC as long promptly as is necessary practicable thereafter. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement/Prospectus, and each will provide to consummate the Transactionsother promptly copies of all correspondence between it or any of its representatives and the SEC. Each of FTAC, on the one hand, Company and PGHL and the Company, on the other hand, Parent shall furnish all information concerning it as may reasonably required to be requested by included in the other party in connection with such actions and the preparation of the Form F-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the effectiveness of the Registration Statement, the Proxy Statement/Prospectus is disseminated will be mailed to FTAC’s stockholdersthe 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 amendment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, or the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock to be issued in the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Registration Statement or the Proxy Statement/Prospectus.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (and in any event on or prior Agreement, subject to the later 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 (iincluding a prospectus) (the third “S-4 Registration Statement”) in connection with the issuance of shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (3rd) Business Day following such proxy statement and prospectus constituting a part thereof, the delivery “Proxy Statement/Prospectus”), and each of the financial statements pursuant Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by Parent with the first sentence of Section 7.04(aSEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) and (ii) December 31, 2020), FTAC, PGHL as required by the Securities Act or the Exchange Act. Parent and the Company shall use reasonable best efforts to prepare, and the Company shall file cooperate with the SEC, the Form F-4 each other in connection with the registration under the Securities Act preparation of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”)Other Filings. Without the prior written consent of the 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 Parent and the Company each shall use its reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation each of the Form F-4 Company and Parent shall thereafter use its reasonable best efforts to promptly thereafter mail the Proxy Statement/ProspectusProspectus to the holders of each of Company stockholders and Parent Stockholders. Promptly after Each party shall as promptly as reasonably practicable notify the Form F-4 is declared other party of the receipt of any oral or written comments from the staff of the SEC on the S-4 Registration Statement or any Other Filing. Parent and the Company shall also use their reasonable best 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, and the Company will pay all expenses incident thereto. (b) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the S-4 Registration Statement becomes effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts contain any untrue statement of a material fact or omit to cause the Proxy Statement/Prospectus state any material fact required to be mailed stated therein or necessary in order to stockholders make the statements therein, in light of FTAC. the circumstances under which they were made, not misleading, and (ii) Each of FTAC, PGHL and the 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 any amendment or supplement thereto will, at the date of mailing to the Form F-4 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. The 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, Parent and Merger Sub shall cooperate with each other in the preparation of the S-4 Registration Statement, including the Proxy Statement/Prospectus filed in response theretorequired hereunder. If FTACEach of Parent, PGHL or Merger Sub and the Company becomes aware that any information contained in the Form F-4 and their respective counsels shall be given a reasonable opportunity to review and comment upon 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 S-4 Registration Statement prior to be amended in order to comply the filing thereof with applicable Lawthe SEC, then (x) such and shall provide any comments thereon as soon as reasonably practicable. Each party shall promptly inform notify the other parties party and (y) FTACits counsel of the time when the S-4 Registration Statement has become effective, on of the one hand, and PGHL and issuance of any stop order or suspension of the Company, on qualification of the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement 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 supplemented, to be filed shares of Parent Common Stock issuable in connection with the SEC and to be disseminated to the holders of shares of FTAC Common StockMerger for offering or sale in any jurisdiction, 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 or of the Company, PGHL and FTAC shall provide the other parties with copies receipt of any written comments, and shall inform such comments or other parties of any oral comments, that material communications such party or its counsel receives from time to time from the SEC or its staff with respect to the Form F-4 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 after the receipt of such comments and shall give notify the other parties a reasonable opportunity to review party and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL Parent and the Company each shall use its reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed prepare and file with the SEC such amendment or supplement and promptly thereafter mail the Proxy Statement/Prospectus to keep the Form F-4 effective through stockholders of each of Parent and the Closing in order Company to permit the consummation of the transactions contemplated herebyextent legally required. (iiid) FTAC Subject to Section 6.10(e), Parent shall file the Proxy Statement on Schedule 14A (X) take all action necessary in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL DGCL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish Parent Organization Documents to set the record date forfor 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 Special Meeting in accordance with the DGCL for a date no later than 35 days following S-4 Registration Statement is declared effective by the SEC Clearance Date for the purpose of obtaining the Requisite Parent Stockholder Vote (subject such meeting or any adjournment or postponement thereof, the “Parent Stockholder Meeting”) to Section 9.03(b)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 (iiY) cause 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 to be disseminated to FTAC’s stockholders in compliance with applicable LawProspectus. FTAC shall obtain The Parent will not withdraw or modify the written consent 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 the holders shares of the Class B Parent Common Stock to obtain the FTAC Charter amendment 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 Parent continues not to receive 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 may make one or more successive postponements or adjournments of the Parent Stockholder Meeting as promptly long as practicable after 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 is disseminated , any days resulting from such adjournment or postponement shall not be included for purposes of the calculations of numbers of days pursuant to FTAC’s stockholdersthis Section 6.10.

Proxy Statement/Prospectus. (ia) As soon as practicable after the execution of this Agreement, ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore shall mutually cooperate in jointly preparing and filing with the United States Securities and Exchange Commission (the "Commission") of 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 received by the holders of the capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ in the Acquisition and for the other transactions contemplated by this Agreement. As promptly as practicable following after comments, if any, are received from the execution Commission with respect to such Proxy Statement/Prospectus and delivery after the furnishing by ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore of this Agreement (all information required to be contained therein, ▇▇▇▇▇▇▇▇▇.▇▇▇ and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) Explore shall prepare and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SECCommission the Registration Statement, in which the Form F-4 Proxy Statement/Prospectus shall be included, in connection with the registration under the Securities Act of the Company shares of Explore Common Shares Stock to be issued under this Agreement and to the effect holders of the Transactions on capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ pursuant to the FTAC WarrantsAcquisition. Explore and ▇▇▇▇▇▇▇▇▇.▇▇▇ shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, 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 shall take all or any action required under any applicable federal or state securities laws in connection with the opportunity to redeem shares issuance of FTAC Class A Explore 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 pursuant to the date of Acquisition. As promptly as practicable after the Special Meeting (the “FTAC Stockholder Redemption”); Registration Statement shall have become effective, Explore and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned ▇▇▇▇▇▇▇▇▇.▇▇▇ shall each mail or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose cause to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and mailed the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing 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 PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTACtheir respective Shareholders. (ii) Each of FTAC, PGHL and the 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 any amendment to the 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 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable following after the execution and delivery date of this Agreement Agreement, Parent and the Company shall prepare and the Company shall cause to be filed with the SEC, the Proxy Statement/Prospectus, which shall be included in the Form F-4, for the purpose of calling the Company Stockholders’ Meeting to obtain the Company Stockholder Approval (such Proxy Statement/Prospectus, as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of the Company relating to the 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 comment thereon. The parties shall cooperate in the preparation of the Proxy Statement/Prospectus in a timely fashion and shall use their respective reasonable best efforts to assist the Company in having the Proxy Statement/Prospectus cleared by the SEC as promptly as practicable after filing. If at any event on or time prior to the later Effective Time any information relating to the Company or Parent, or any of (i) their respective Affiliates, directors or officers, should be discovered by the third (3rd) Business Day following Company or Parent which should be set forth in an amendment or supplement to the delivery Proxy Statement/Prospectus, so that the Proxy Statement/Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the financial statements pursuant circumstances under which they 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 first sentence extent required by Law, disseminated to the stockholders of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL Parent and the Company. The Company shall notify Parent promptly of the time of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement/Prospectus or for additional information. Each party shall provide the other party with copies of all written correspondence and a summary of all oral communication between it and the SEC relating to the Proxy Statement/Prospectus. The Company shall use reasonable best efforts to prepare, and respond to any comments by the Company shall file with the SEC, the Form F-4 SEC in connection with the registration under the Securities Act respect 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 have 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 (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 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 promulgated document cleared by the SEC, to have the Form F-4 declared effective under the Securities Act SEC as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactionsfiling. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the The Proxy Statement/ProspectusProspectus shall comply in all material respects with all applicable requirements of Law. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the The Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the stockholders of FTAC. (ii) Each of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of at the SEC or its staff with respect to earliest practicable date after the Form F-4 and the Proxy Statement/Prospectus and any amendment to the 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 effective. Whenever any material respect or that the Form F-4 and the Proxy Statement/Prospectus event occurs which is required to be amended set forth 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 to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and (i) the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended have any such amendment or supplementedsupplement cleared for mailing, to be filed with the SEC extent necessary, to its stockholders as promptly as practicable after such filing 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and (ii) the Company shall use reasonable best efforts to cause have any such amendment or supplement mailed to its stockholders at the Form F-4 to be declared effective as promptly as earliest 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 herebydate. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As soon as practicable after the execution of this Agreement, ▇▇▇▇.▇▇▇ and Explore shall mutually cooperate in jointly preparing and filing with the United States Securities and Exchange Commission (the "Commission") of 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 received by the holders of the capital stock of ▇▇▇▇.▇▇▇ in the Merger and for the other transactions contemplated by this Agreement. As promptly as practicable following after comments, if any, are received from the execution Commission with respect to such Proxy Statement/Prospectus and delivery after the furnishing by ▇▇▇▇.▇▇▇ and Explore of this Agreement (all information required to be contained therein, ▇▇▇▇.▇▇▇ and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) Explore shall prepare and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SECCommission the Registration Statement, in which the Form F-4 Proxy Statement/Prospectus shall be included, in connection with the registration under the Securities Act of the Company shares of Explore Common Shares Stock to be issued under this Agreement and to the effect holders of the Transactions on capital stock of ▇▇▇▇.▇▇▇ pursuant to the FTAC WarrantsMerger. Explore and ▇▇▇▇.▇▇▇ shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, 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 shall take all or any action required under any applicable federal or state securities laws in connection with the opportunity to redeem shares issuance of FTAC Class A Explore 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 pursuant to the date of Merger. As promptly as practicable after the Special Meeting (the “FTAC Stockholder Redemption”); Registration Statement shall have become effective, Explore and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned ▇▇▇▇.▇▇▇ shall each mail or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose cause to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and mailed the Proxy Statement/Prospectus to comply with the rules their respective stockholders. (b) Explore and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing 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 PGHL and the Company, on the other hand, ▇▇▇▇.▇▇▇ shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall each use reasonable its best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) comply with applicable federal and state securities laws requirements. Each of FTACExplore and ▇▇▇▇.▇▇▇ agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, PGHL and in the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments reasonable judgment of the SEC providing party or its staff counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with respect to the Form F-4 other's counsel and auditors in the preparation of the Proxy Statement/Prospectus. The information supplied by each of Explore and ▇▇▇▇.▇▇▇ for inclusion in the Proxy Statement/Prospectus and any amendment to Registration Statement shall not, at (i) the Form F-4 and time the Proxy Statement/Prospectus filed in response thereto. If FTACRegistration Statement is declared effective, PGHL or (ii) 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 time the Proxy Statement/Prospectus is first mailed to the holders of capital stock of ▇▇▇▇.▇▇▇, (iii) the time of the ▇▇▇▇.▇▇▇ Stockholders' Meeting, (iv) the time of the Explore Stockholders' meeting, and (v) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be amended stated therein or necessary in order to comply with applicable Law, then (x) such party shall make the statements therein not misleading. ▇▇▇▇.▇▇▇ will promptly inform the other parties and (y) FTAC, on the one handadvise Explore, and PGHL and Explore will promptly advise ▇▇▇▇.▇▇▇, in writing if at any time prior to the Company, on the other hand, Effective Time either ▇▇▇▇.▇▇▇ or Explore shall cooperate fully and mutually agree upon (such agreement not obtain knowledge of any facts that might make it necessary or appropriate to be unreasonably withheld, delayed or conditioned) an amendment amend or supplement 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 in order to make the statements contained or supplemented, incorporated by reference therein not misleading or to be filed comply with applicable law. (c) The Proxy Statement/Prospectus shall contain the SEC unanimous recommendation of the Board of Directors of ▇▇▇▇.▇▇▇ that the ▇▇▇▇.▇▇▇ stockholders approve the Merger and to be disseminated to this Agreement and the holders conclusion of shares the Board of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to Directors that the terms and conditions of the Merger are fair and reasonable to the stockholders of ▇▇▇▇.▇▇▇. The Proxy Statement/Prospectus shall contain the unanimous recommendation of the Board of Directors of Explore that the Explore stockholders approve the issuance of Common Stock to the ▇▇▇▇.▇▇▇ stockholders and this Agreement and the FTAC Organizational Documents. Each conclusion of the Company, PGHL Board of Directors that the terms and FTAC shall provide conditions of the other parties with copies of any written comments, Merger are fair and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect reasonable to the Form F-4 and stockholders of Explore. Anything to the contrary contained herein notwithstanding, ▇▇▇▇.▇▇▇ shall not include in the Proxy Statement/Prospectus promptly after any information with respect to Explore or its affiliates or associates, the receipt form and content of such comments and which information shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses not have been approved by Explore prior to such comments prior to responding inclusion. Anything to the SEC or its staff. FTACcontrary contained herein notwithstanding, PGHL and the Company Explore 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 not include in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus any information with respect to be disseminated ▇▇▇▇.▇▇▇ or its affiliates or associates, the form and content of which information shall not have been approved by ▇▇▇▇.▇▇▇ prior to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholderssuch inclusion.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (Agreement, the Parent shall prepare and in any event on or prior file with the SEC a proxy statement to be sent to the later stockholders of (i) the third (3rd) Business Day following the delivery each of the financial statements pursuant Parent and the Company relating to the first sentence meeting of Section 7.04(athe 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 issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (iior a newly filed S-8 Registration Statement, as applicable), of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”), and each of the Company and the Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by the Parent with the SEC in connection with the Offer and the other transactions contemplated hereby including the S-1 Registration Statement and S-3 Registration Statement (the “Other Filings”) December 31as 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), FTAC, PGHL . The Parent and the Company shall use reasonable best efforts to prepare, and the Company shall file cooperate with the SEC, the Form F-4 each other in connection with the registration under the Securities Act preparation of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein and any Other Filings. Each Party shall as a prospectus and which will be used promptly as a proxy statement for reasonably practicable notify the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with Party of the opportunity to redeem shares receipt of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time any oral or written comments from the staff of the SEC on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned S-4 Registration Statement or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”)Other Filing. Without the prior written consent of the 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 The Parent and the Company shall also use its their reasonable best 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 or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus is first mailed to the Parent Stockholders, at the time of the Parent Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by the Company to the Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the 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 Form F-4 S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing SEC and to keep respond promptly to any comments of the Form F-4 effective as long as is necessary to consummate the TransactionsSEC or its staff. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company Parties shall use commercially reasonable best 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 of FTAC. (ii) Each of FTAC, PGHL and 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 and mutually agree upon (with one another in filing such agreement 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 to be unreasonably withheld, delayed conditioned or conditioned)delayed. (c) The Company shall reasonably cooperate with the Parent and provide, any response and require its Representatives, advisors, accountants and attorneys to comments of provide, the SEC or Parent and its staff Representatives, advisors, accountants and attorneys, with respect all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus and any amendment or reasonably requested from the Parent to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus filed in response theretoProspectus. If FTAC, PGHL or The information provided by the Company becomes aware that any information contained to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus shall have become false not contain any untrue statement of a material fact or misleading in omit to state any material respect or that the Form F-4 and the Proxy Statement/Prospectus is fact required to be amended stated therein or necessary in order to comply with applicable Lawmake the statements made therein, then in light of the circumstances under which they were made, not misleading. (xd) such party The Obligations of the Parent and Company described in this Section 7.13 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 apply to the Form F-4 S-1 Registration Statement and the Proxy S-3 Registration 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. 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 herebymutatis mutandum. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ix) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering BMBC Common Stock to the later be offered to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 MCBI Common Stock in connection with the registration Merger with the SEC under the Securities Act and (y) of holding the Company Common Shares to be issued under this Agreement MCBI Shareholders Meeting, BMBC shall draft and prepare, and MCBI shall cooperate in the effect of preparation of, the Transactions on the FTAC WarrantsMerger Registration Statement, 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 including a proxy statement for the Special Meeting with respect toand prospectus satisfying all applicable requirements of applicable state securities and banking laws, 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 and of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form 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 “FTAC Stockholder Matters”). Without the prior written consent of the 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 Securities Act and the Company shall use its reasonable best efforts to cause the Form F-4 Exchange Act, and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by thereunder (such proxy statement/prospectus in the form mailed to the MCBI shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BMBC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC, . Each of BMBC and MCBI shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of MCBI and BMBC shall thereafter promptly mail the CompanyProxy Statement-Prospectus to the MCBI shareholders. 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, on the other hand, and MCBI shall furnish all information concerning it MCBI and the holders of MCBI Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. MCBI shall provide BMBC with any information concerning itself that BMBC may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and BMBC shall notify MCBI promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the 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 amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for 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 or for additional information and shall provide to the Form F-4 MCBI promptly copies of all correspondence between BMBC or any of their representatives and the Proxy Statement/ProspectusSEC. 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 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 inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and BMBC shall give the other parties a MCBI and its counsel reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its 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 being filed with the SEC and shall give MCBI and its counsel the reasonable opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance 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 BMBC and MCBI agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B MCBI Common Stock entitled to vote at the FTAC Charter amendment as MCBI Shareholders Meeting hereof at the earliest practicable time. 8.2.3. MCBI and BMBC shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Merger Registration Statement contains any untrue statement of a material fact or omits to FTAC’s stockholdersstate 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, MCBI shall cooperate with BMBC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BMBC shall file an amended Merger Registration Statement with the SEC, and MCBI shall mail an amended Proxy Statement-Prospectus to the MCBI shareholders.