Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreement, HTP and the Company shall prepare, and HTP shall file with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. HTP shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP will advise the Company and the Holder Representative, promptly after HTP receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b), the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any information relating to HTP, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, be promptly filed by HTP with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP Holders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreementhereof, HTP CBSI shall prepare and file the Company shall prepare, and HTP shall file Registration Statement with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP and the Company GNBC shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives cooperate in the preparation of the Proxy Statement and the Registration Statement. HTP , which shall use its commercially reasonable efforts to cause include the Proxy Statement and Statement/Prospectus to be mailed to the Registration Statement to comply shareholders of GNBC in connection with the rules and regulations promulgated by the SECobtaining their approval of this Agreement. CBSI shall provide, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the before filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statementamendment thereto, filing, notice or application made by or on behalf of HTP a reasonable opportunity to GNBC and the Company or their respective Subsidiaries, as applicable, its counsel to the SEC or NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”)review and comment thereon. HTP CBSI will advise the Company and the Holder RepresentativeGNBC, promptly after HTP it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares CBSI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of or the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b), the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) . If, at any time prior to the Effective Time, any information event or circumstance relating to HTP, the Companya party to this Agreement, or any of their respective Subsidiariesits directors, Affiliatesofficers or 5% or greater shareholders, directors or officers, as applicable, shall be discovered by such party that pursuant to the Securities Act or the Holders is discovered by any of HTP or the Company and is required to Exchange Act should be set forth in an amendment or a supplement to either Proxy the Registration Statement or the Registration Proxy Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements /Prospectus included therein, in light of the circumstances under which they were made, not misleading, the such party that discovers such information shall promptly notify the other parties party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state "blue sky" or securities laws and an appropriate amendment shall maintain such registrations or supplement describing such information shallqualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to the other provisions official notice of this Section 10.04issuance, be promptly filed by HTP with the SEC and, prior to the extent required by Law, disseminated to the Pre-Closing HTP HoldersEffective Time.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreementhereof, HTP CBSI shall prepare and file the Company shall prepare, and HTP shall file Registration Statement with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP and the Company Oneida shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives cooperate in the preparation of the Proxy Statement and the Registration Statement. HTP , which shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company of any correspondence with the SEC relating to include the Proxy Statement, the receipt of any oral or written comments from the SEC relating /Prospectus to be mailed to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments shareholders of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested Oneida in connection with any such actionobtaining their approval of this Agreement. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP CBSI will advise the Company and the Holder RepresentativeOneida, promptly after HTP it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares CBSI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of or the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b), the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) . If, at any time prior to the Effective Time, any information event or circumstance relating to HTP, the Companya party to this Agreement, or any of their respective Subsidiariesits directors, Affiliatesofficers or 5% or greater shareholders, directors or officers, as applicable, shall be discovered by such party that pursuant to the Securities Act or the Holders is discovered by any of HTP or the Company and is required to Exchange Act should be set forth in an amendment or a supplement to either Proxy the Registration Statement or the Registration Proxy Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements /Prospectus included therein, in light of the circumstances under which they were made, not misleading, the such party that discovers such information shall promptly notify the other parties party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state “blue sky” or securities laws and an appropriate amendment shall maintain such registrations or supplement describing such information shallqualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to the other provisions official notice of this Section 10.04issuance, be promptly filed by HTP with the SEC and, prior to the extent required by Law, disseminated to the Pre-Closing HTP HoldersEffective Time.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreementhereof, HTP CBSI shall prepare and file the Company shall prepare, and HTP shall file Registration Statement with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP and the Company ▇▇▇▇▇▇ shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives cooperate in the preparation of the Proxy Statement and the Registration Statement. HTP , which shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company of any correspondence with the SEC relating to include the Proxy Statement, the receipt of any oral or written comments from the SEC relating /Prospectus to be mailed to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments shareholders of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested ▇▇▇▇▇▇ in connection with any such actionobtaining their approval of this Agreement. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP CBSI will advise the Company and the Holder Representative▇▇▇▇▇▇, promptly after HTP it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares CBSI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of or the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b), the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) . If, at any time prior to the Effective Time, any information event or circumstance relating to HTP, the Companya party to this Agreement, or any of their respective Subsidiariesits directors, Affiliatesofficers or shareholders who have filed a Schedule 13D under the Exchange Act, directors or officers, as applicable, shall be discovered by such party that pursuant to the Securities Act or the Holders is discovered by any of HTP or the Company and is required to Exchange Act should be set forth in an amendment or a supplement to either Proxy the Registration Statement or the Registration Proxy Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements /Prospectus included therein, in light of the circumstances under which they were made, not misleading, the such party that discovers such information shall promptly notify the other parties party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state “blue sky” or securities laws and an appropriate amendment shall maintain such registrations or supplement describing such information shallqualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to the other provisions official notice of this Section 10.04issuance, be promptly filed by HTP with the SEC and, prior to the extent required by Law, disseminated to the Pre-Closing HTP HoldersEffective Time.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date execution of this AgreementAgreement (and no later than thirty (30) days after the date hereof), HTP and the Company shall prepare, and HTP shall file (with the SEC, (ireasonable assistance and cooperation of Parent) shall prepare a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders on Schedule 14A relating to the HTP Extraordinary General Company Stockholders’ Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented from time to time, the “Proxy Statement”) for and file it in preliminary form with the purposes of SEC. Subject to Section 5.06, the approval of Company Board shall make the Transaction Proposals Company Recommendation to the Company Stockholders and (ii) shall include such recommendation in the Registration Proxy Statement, . Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in which connection with the Proxy Statement will be included as a prospectus. HTP and shall otherwise reasonably assist and cooperate with the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration resolution of any comments thereto received from the SEC. The Company shall notify Parent promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. HTP Each of the Company and Parent shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and the Company shall use its commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as reasonably practicable after (i) the resolution of any such comments, and (ii) the Registration Statement to comply with the rules and regulations promulgated Form S-4 is declared effective by the SEC. No filing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the Company Stockholders, or responding to any comments from the SEC with respect thereto, shall be made without providing Parent with a reasonable opportunity to review and to propose comments on such document or response, which the Company shall consider in good faith; provided, however, that this obligation shall not apply with respect to information relating to a Company Adverse Recommendation Change. (b) As soon as reasonably practicable following the execution of this Agreement (and no later than thirty (30) days after the date hereof), Parent (with the reasonable assistance and cooperation of the Company) shall prepare and file with the SEC (i) a registration statement on Form S-4 and (ii) a prospectus relating to the Parent Shares to be offered and sold pursuant to this Agreement and the Merger (such registration statement, together with the amendments and supplements thereto, the “Registration Statement”). Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the such filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP transactions contemplated by this Agreement, including the Merger. Parent shall as promptly as practicable notify use reasonable best efforts to take any action required to be taken under any applicable state securities Laws and other applicable Laws in connection with the issuance of Parent Shares pursuant to this Agreement. No filing of, or amendment or supplement to, or material correspondence to the SEC or its staff with respect to, the Registration Statement shall be made by Parent without providing the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SECthereon. HTP Parent shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP will advise the Company and the Holder RepresentativeCompany, promptly after HTP it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, the suspension of the qualification of the HTP Ordinary Parent Shares or Surviving Pubco Class A Shares issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or comments thereon and responses thereto or requests by the other Offer Documents or SEC for additional information. (c) Without limiting the generality of Section 10.04(b), the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, If at any time prior to the Effective Time, Time any information relating to HTP, the CompanyCompany or Parent, or any of their respective Subsidiaries, Affiliates, directors officers or officersdirectors, as applicable, or the Holders is discovered by any of HTP or the Company and is required to or Parent which should be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the such other parties Party, and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, shall be promptly filed by HTP with the SEC SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to the Pre-Closing HTP HoldersCompany Stockholders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreementhereof, HTP and the Company and Parent shall prepare, prepare and HTP shall file with the SECSEC under the Securities Act of 1933, as amended (ithe "Securities Act"), and the Exchange Act, a proxy statement/prospectus (the "Proxy Statement") a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent respect to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy Special Meeting, including a registration statement, together with any all amendments or and supplements thereto, if any (the “Proxy "Registration Statement”) "), on an appropriate form for the purposes purpose of registering under the Securities Act the offering, sale, and delivery of Parent Common Stock (as hereinafter defined), together with preferred share purchase rights issuable pursuant to Parent's Amended and Restated Rights Agreement dated as of December 12, 1994 (the "Rights"), to be issued to the stockholders of the approval of Company pursuant to the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectusMerger. HTP Parent and the Company shall use commercially all reasonable best efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. HTP shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep thereof. Parent or the Company, as the case may be, shall notify the other promptly of the receipt of any comments on, or any requests for amendments or supplements to, the Proxy Statement or the Registration Statement effective by the SEC, and each shall supply the other with copies of all correspondence between it and its representatives, on the one hand, and the SEC or members of its staff, on the other, with respect to the Proxy Statement or the Registration Statement. Parent or the Company, as long as is necessary the case may be, after consultation with and the consent of the other, shall use its reasonable best efforts to consummate respond promptly to any comments made by the TransactionsSEC with respect to the Proxy Statement or the Registration Statement. The Company shall obtain the approval of Parent, and Parent shall obtain the approval of the Company, before making any filings with the SEC pertaining to the Proxy Statement or the Registration Statement or any matter pertaining to this Agreement. (b) HTP shall as promptly as practicable notify Parent, the Purchaser and the Company of each agrees promptly to correct any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request information provided by the SEC it for any amendment to use in the Proxy Statement or for additional information. HTP the Registration Statement if and to the extent that such information shall cooperate have become false or misleading in any material respect, and provide Parent and the Company with a reasonable opportunity further agree to review and comment on take all steps necessary to cause the Proxy Statement (including each amendment or supplement thereto) and all responses the Registration Statement as so corrected to requests for additional information by and replies to comments of be filed with the SEC and give due consideration to all comments reasonably proposed by the be disseminated promptly to holders of shares of Company Stock, in respect of such documents each case as and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence required by applicable law. Parent shall also take any action reasonably required to be taken under any applicable state securities laws in connection with the SEC. HTP shall use commercially reasonable efforts issuance of the Parent Common Stock pursuant to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger Merger, and the Company shall promptly furnish all information concerning the Company and its stockholders as may be reasonably requested in connection with any such action. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP will advise the Company and the Holder Representative, promptly after HTP receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting As promptly as practicable after the generality of Section 10.04(b)Registration Statement has been declared effective by the SEC, the Company shall furnish to HTP for inclusion in mail the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, stockholders as of the record date it is first mailed to for the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Special Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any information relating to HTP, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, be promptly filed by HTP with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP Holders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date execution of this Agreement, HTP and in any event within thirty (30) days of the date of the Agreement, the Company shall preparewill prepare the Proxy Statement, and HTP shall Parent will prepare and file with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of SEC the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP Each of Parent and the Company shall use commercially provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable efforts judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Registration Statement pursuant to cooperatethis Section 5.5, or in any amendments or supplements thereto, and shall cause their respective Subsidiaries, as applicable, its counsel and auditors to reasonably cooperate, cooperate with each other the other’s counsel and their respective representatives auditors in the preparation of the Proxy Statement and the Registration Statement. HTP shall Each of Parent and the Company will respond to any comments from the SEC, and will use its commercially all reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement be declared effective under the Securities Act as promptly as practicable after (but in no event prior to such time as all waiting periods (and any extensions thereof) under the filing thereof HSR Act and other applicable Laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP Mergers and the transactions contemplated hereby. Parent shall furnish all information concerning it and the holders of its capital stock as promptly as practicable notify the Company of any correspondence may reasonably request in connection with the SEC relating to preparation of the Proxy Statement, . Each of Parent and the Company will notify the other promptly upon the receipt of any oral or written comments from the SEC relating to or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Proxy Statement. Parent shall promptly inform the Company if, and at any request time prior to the Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub or any of their respective officers or directors, is discovered by the SEC for any Parent that should be set forth in an amendment or a supplement to the Proxy Statement or for additional informationthe Registration Statement. HTP The Company shall cooperate and provide promptly inform Parent if, at any time prior to the Effective Time, any event or circumstance relating to the Company, or any of its officers or directors, is discovered by the Company with that should be set forth in an amendment or a reasonable opportunity supplement to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE Statement. Except in connection with the withdrawal or modification by the Company Board of Directors of its approvals or recommendations of the Merger (including any or the transactions contemplated hereby and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.8 of this Agreement, no amendment or supplement to the Proxy Statement or the Registration Statement) , nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by the Company or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (collectivelyit being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the “Offer Documents”light of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a-9 under the Exchange Act or Section 11 or Section 12 of the Securities Act). HTP The Company and Parent each will advise the Company and the Holder Representative, other promptly after HTP it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, Statement or the Registration Statement or comments thereon and responses thereto or requests by the other Offer Documents or SEC for additional information. (c) Without limiting . Each of the generality of Section 10.04(b), the Company parties hereto shall furnish to HTP for inclusion in cause the Proxy Statement and the Registration Statement promptly upon receipt by to comply as to form and substance as to such party in all material respects with the Company or the Holder Representative thereof, applicable requirements of (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reportsExchange Act, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30Securities Act, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements rules and regulations of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP Nasdaq and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingNYSE. (e) If, at any time prior to the Effective Time, any information relating to HTP, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, be promptly filed by HTP with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP Holders.

Proxy Statement; Registration Statement. (a) As promptly soon as reasonably practicable after the date following a Change in Structure Event, each of this Agreement, HTP and the Company and Parent shall prepare, prepare and HTP shall file with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which SEC the Proxy Statement will be included as a prospectus. HTP in preliminary form and Parent shall prepare and file with the Company shall use commercially reasonable efforts SEC any amendments necessary to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. HTP shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply reflect the Change in Structure Event. Each of the Company, Parent and Merger Sub shall use their reasonable best efforts to respond as promptly as practicable to any comments of the SEC or its staff with the rules respect thereto. Each of Parent and regulations promulgated by the SEC, Merger Sub shall use their reasonable best efforts to have the Registration Statement as so amended declared effective under the Securities Act as promptly as practicable after following the filing thereof and thereof. The Company shall use its reasonable best efforts to keep have the Proxy Statement cleared by the SEC as promptly as practicable following the filing thereof. Following a Change in Event Structure, as promptly as practicable after the Registration Statement effective shall have become effective, the Company shall distribute the Proxy Statement to its stockholders. The Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement or for additional information and shall supply the other with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and between Parent or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Registration Statement. Parent and the Company shall cooperate with each other and provide to each other all information necessary in order to prepare the Registration Statement and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its Subsidiaries or with respect to other information supplied by the Company for inclusion in the Registration Statement or the Proxy Statement or (ii) any event with respect to Parent or any of its subsidiaries or with respect to information supplied by Parent for inclusion in the Registration Statement or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement to, the Registration Statement or the Proxy Statement, such event shall be so described and such amendment or supplement shall be promptly filed with the SEC and, as long as is necessary required by law, disseminated to consummate the Transactionsstockholders of the Company. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement (other than Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) will be made by Parent or the Company without providing the other party the opportunity to review and comment thereon. (b) HTP As soon as reasonably practicable following the Acceptance Date, if the adoption of the Agreement by the Company’s stockholders is required by applicable Law to consummate the Merger, the Company shall prepare and file with the SEC an Information Statement pursuant to Regulation 14C (the “Information Statement”) in preliminary form. The Company shall use its reasonable best efforts to have the Information Statement cleared by the SEC as promptly as practicable notify following the filing thereof and shall respond as promptly as practicable to any comments of the SEC or its staff with respect thereto. As promptly as practicable after filing with the SEC, the Company shall distribute the Information Statement to its stockholders. The Company shall notify Parent promptly of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, or its staff and of any request by the SEC or its staff for any amendment amendments or supplements to the Proxy Information Statement or for additional information. HTP information and shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other supply Parent with copies of all such filings made correspondence between the Company or any of its Representatives, on the one hand, and correspondence the SEC or its staff, on the other hand, with respect to the Information Statement. Parent and Merger Sub shall cooperate with the SECCompany and provide to the Company all information necessary in order to prepare the Information Statement, and shall provide promptly to the Company any information such party may obtain that could necessitate amending the Information Statement. HTP If at any time prior to the Effective Time there shall use commercially reasonable efforts occur (i) any event with respect to obtain all necessary state securities Law the Company or “blue sky” permits and approvals any of its Subsidiaries or with respect to other information supplied by the Company for inclusion in the Information Statement or (ii) any event with respect to Parent or any of its Subsidiaries or with respect to other information supplied by Parent for inclusion in the Information Statement, which event is required to carry out be described in an amendment of, or a supplement to, the Merger Information Statement, such event shall be so described and such amendment or supplement shall be promptly filed with the Company shall promptly furnish all information concerning SEC and, as required by law, disseminated to the Company as may be reasonably requested in connection with any such action. stockholders of the Company. (c) Each of HTP Parent and the Company shall use reasonable best efforts to promptly furnish cause to each be delivered to the other party all information concerning itselfa “comfort letter” of its independent auditors, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in dated the Proxy Statement, date two business days prior to the date on which the Registration Statement becomes effective (whether or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE not after a Change in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP will advise the Company and the Holder Representative, promptly after HTP receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b), the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”Structure Event). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any information relating to HTP, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, be promptly filed by HTP with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP Holders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreementhereof, HTP CFX and the Company Community shall prepare, and HTP shall file with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives cooperate in the preparation of the Proxy Statement Statements to be mailed to the shareholders of Community and CFX in connection with the Transactions and, if required, to be filed by CFX as part of the Registration Statement. HTP shall use its commercially reasonable efforts to cause In the Proxy Statement and event that the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company issuance of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE CFX Common Stock in connection with the Merger (including any amendment or supplement to Share Exchange is exempt from registration under Section 3(a)(10) of the Proxy Securities Act and the SEC's regulations and interpretations thereunder and shares received will not be considered "restricted securities" for purposes of Rule 144 under the Securities Act, no Registration Statement or the Registration Statement) (collectively, the “Offer Documents”)will be filed. HTP CFX will advise the Company and the Holder RepresentativeCommunity, promptly after HTP it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares CFX Common Stock issuable in connection with the Share Exchange for offering or sale in any jurisdiction, of or the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy StatementRegistration Statement or for additional information. CFX, after the Effective Date shall file a post- effective amendment to the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b)shall file a registration statement, the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereofas appropriate, (i) either with respect to the Audited Financial Statements required sale of the shares of CFX Common Stock provided for in Article III of the Plan of Exchange to the holders of stock options issued by applicable Law Community or for inclusion the resale of such shares by such optionees, as CFX and such optionees may agree. CFX shall take all actions necessary to register or qualify the shares of CFX Common Stock to be issued in the Proxy Statement Share Exchange pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CFX shall apply for approval to list the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements shares of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required CFX Common Stock to be stated therein or necessary issued in the Share Exchange on the AMEX, subject to make the statements thereinofficial notice of issuance, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any information relating to HTP, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, be promptly filed by HTP with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP HoldersDate.

Proxy Statement; Registration Statement. (ai) As promptly as reasonably practicable after the date execution of this Agreement, HTP (x) SPAC and the Company shall prepare, jointly prepare and HTP SPAC shall file with the SEC, (i) a preliminary mutually acceptable materials which shall include the proxy statement in connection with the Transactions to be filed with the SEC as part of the Registration Statement and sent to the Pre-Closing HTP Holders SPAC Shareholders relating to the HTP SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals ), and (iiy) the Company shall prepare (with SPAC’s reasonable cooperation) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of the Registrable Securities. HTP Each of SPAC and the Company shall use commercially its reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. HTP shall use its commercially reasonable best efforts to cause the Registration Statement, including the Proxy Statement and the Registration Statement Statement/Prospectus, to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the such filing thereof and to keep the Registration Statement Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the . The Company of any correspondence with the SEC relating also agrees to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a use its reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable best efforts to obtain all necessary state securities Law Securities Laws or “blue sky” permits and approvals required to carry out the Merger Transactions, and the Company SPAC shall promptly furnish all information concerning the Company itself and its equity holders as may be reasonably requested in connection with any such action. Each of HTP SPAC and the Company shall use reasonable best efforts agrees to promptly furnish to each the other party Party and its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicableshareholders, and other equity holders and information regarding such other matters, in each case, matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with and for inclusion in the Registration Statement, including the Proxy Statement/Prospectus, a current report on Form 8-K pursuant to the Registration Statement Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of HTP and SPAC or the Company or their respective Subsidiaries, as applicable, to any regulatory authority (including the SEC or NYSE Nasdaq) in connection with the Merger Mergers and the Transactions (including any amendment or supplement to the “Transaction Filings”). SPAC will cause the Proxy Statement or to be mailed to the SPAC Shareholders as promptly as practicable after the Registration StatementStatement is declared effective under the Securities Act. (ii) (collectivelyTo the extent not prohibited by applicable Law, the “Offer Documents”). HTP Company will advise SPAC, reasonably promptly after the Company and the Holder Representative, promptly after HTP receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares Registrable Securities for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting . To the generality of Section 10.04(b)extent not prohibited by applicable Law, SPAC and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall furnish be given a reasonable opportunity to HTP for inclusion in review and comment on the Registration Statement, the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use any Transaction Filings each time before any such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement document is filed with the SEC, at each and the other Party shall give reasonable and good faith consideration to any comments made by SPAC and its counsel or the Company and its counsel, as applicable. To the extent not prohibited by applicable Law, the Company, on the one hand, and SPAC, on the other hand, shall provide the other Party and its counsel with (i) any comments or other communications, whether written or oral, that SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time at to time from the SEC or its staff with respect to the Registration Statement, the Proxy Statement or any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of SPAC or the Company, as applicable, to those comments and to provide comments on that response (to which it is amendedreasonable and good faith consideration shall be given), at including, to the time it becomes effective under extent reasonably practicable, by participating with SPAC or its counsel or the Securities Act and at Company or its counsel, as the Effective Timecase may be, in either case, contain any untrue statement of a material fact discussions or omit to state any material fact required to be stated therein or necessary to make meetings with the statements therein, in light of the circumstances under which they are made, not misleadingSEC. (eiii) If, If at any time prior to the Second Effective Time, Time any information relating to HTP, the Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders officers is discovered by any of HTP or the Company and or SPAC, which is required to be set forth in an amendment or supplement to either Proxy the Registration Statement or the Registration Proxy Statement, so that neither of such Proxy Statement or the Registration Statement documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, shall be promptly filed by HTP with the SEC and, to the extent required by applicable Law, disseminated to the Pre-Closing HTP HoldersSPAC Shareholders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreement, HTP and the Company VGAC shall prepare, and HTP VGAC shall file with the SEC, (i) a preliminary proxy statement in connection with the Transactions Merger to be filed as part of the Registration Statement and sent to the Pre-Closing HTP VGAC Holders relating to the HTP VGAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP VGAC and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. HTP VGAC shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the TransactionsMerger. (b) HTP shall VGAC shall, as promptly as practicable practicable, notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP VGAC shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to include all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP VGAC shall use commercially reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Merger Merger, and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP VGAC and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP VGAC and the Company or their respective Subsidiaries, as applicable, to the SEC or the NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP VGAC will advise the Company and the Holder RepresentativeCompany, promptly (under the circumstances) after HTP VGAC receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the HTP VGAC Ordinary Shares or Surviving Pubco Class A Shares the Newco Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b‎(b), the Company shall promptly furnish to HTP VGAC for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by audited financial statements of the Company or the Holder Representative thereof, and its Subsidiaries (i) as of, and for the nine months ended, December 31, 2020, and (ii) as of, and for the twelve months ended, March 31, 2020 and March 31, 2019, in each case prepared in accordance with respect to GAAP and Regulation S-X and audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act (the “Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration StatementStatements”), together with auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP VGAC and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP VGAC Holders, or at the time of the HTP VGAC Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any information relating to HTPVGAC, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP VGAC or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04‎Section 9.04, be promptly filed by HTP VGAC with the SEC and, to the extent required by Applicable Law, disseminated to the Pre-Closing HTP VGAC Holders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date execution of this Agreement, HTP and in any event within thirty (30) days of the date of the Agreement, the Company shall preparewill prepare the Proxy Statement, and HTP shall Parent will prepare and file with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of SEC the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP Each of Parent and the Company shall use commercially provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable efforts judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Registration Statement pursuant to cooperatethis Section 5.1, or in any amendments or supplements thereto, and shall cause their respective Subsidiaries, as applicable, its counsel and auditors to reasonably cooperate, cooperate with each other the other’s counsel and their respective representatives auditors in the preparation of the Proxy Statement and the Registration Statement. HTP shall Each of Parent and the Company will respond to any comments from the SEC, and will use its commercially all reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement be declared effective under the Securities Act as promptly as practicable after (but in no event prior to such time as all waiting periods (and any extensions thereof) under the filing thereof HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP Mergers and the transactions contemplated hereby. Parent shall furnish all information concerning it and the holders of its capital stock as promptly as practicable notify the Company of any correspondence may reasonably request in connection with the SEC relating to preparation of the Proxy Statement, . Each of Parent and the Company will notify the other promptly upon the receipt of any oral or written comments from the SEC relating to or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Proxy Statement. Parent shall promptly inform the Company if, and at any request time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by the SEC for any Parent that should be set forth in an amendment or a supplement to the Proxy Statement or for additional informationthe Registration Statement. HTP The Company shall cooperate and provide promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to the Company with or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a reasonable opportunity supplement to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SECRegistration Statement. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested Except in connection with any such action. Each Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 of HTP and the Company shall use reasonable best efforts Securities Act with respect to promptly furnish to each other party all information concerning itselfreleases made in compliance with Section 5.5 of this Agreement, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE in connection with the Merger (including any no amendment or supplement to the Proxy Statement or the Registration Statement) , nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by the Company or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (collectivelyit being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the “Offer Documents”light of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Exchange Act or Section 11 or Section 12 of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in accordance with the terms of Section 5.3(d). HTP The Company and Parent each will advise the Company and the Holder Representative, other promptly after HTP it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares Parent Common Stock issuable in connection with Merger 1 for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, Statement or the Registration Statement or comments thereon and responses thereto or requests by the other Offer Documents or SEC for additional information. (c) Without limiting . Each of the generality of Section 10.04(b), the Company parties hereto shall furnish to HTP for inclusion in cause the Proxy Statement and the Registration Statement promptly upon receipt by to comply as to form and substance as to such party in all material respects with the Company or the Holder Representative thereof, applicable requirements of (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reportsExchange Act, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30Securities Act, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements rules and regulations of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”)Nasdaq. (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any information relating to HTP, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, be promptly filed by HTP with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP Holders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after following the date of this AgreementExecution Date, HTP Parent shall prepare and the Company shall prepare, and HTP shall file with the SEC, (i) SEC a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statementon Form S-4, in which the Proxy Statement will shall be included as a prospectus. HTP , and the Company shall use commercially reasonable efforts to cooperatehave the Registration Statement declared effective by the SEC as promptly as practicable. Parent shall obtain and furnish the information required to be included in the Registration Statement and, after consultation with the Company, respond promptly to any comments made by the SEC with respect to the Registration Statement (which comments shall promptly be furnished to the Company) and cause the prospectus included therein, including any amendment or supplement thereto, to be mailed to the stockholders of the Company at the earliest practicable date after the Registration Statement is declared effective by the SEC, provided that no amendment or supplement to the Registration Statement will be made by Parent without consultation with the Company and its counsel. (b) The Company shall (i) as promptly as practicable following the Execution Date, cooperate in Parent's preparation of a preliminary proxy or information statement relating to the Merger and this Agreement, (ii) obtain and furnish the information required to be included by the SEC in the Proxy Statement, (iii) cause the Proxy Statement and the prospectus to be included in the Registration Statement, including any amendment or supplement thereto, to be mailed to its stockholders at the earliest practicable date after the Registration Statement is declared effective by the SEC, and cause their respective Subsidiaries, as applicable, (iv) use all reasonable efforts to reasonably cooperate, obtain the necessary approval of the Merger and this Agreement by its stockholders. The Company shall not file with each other and their respective representatives or supplementally provide to the SEC or mail to its stockholders the Proxy Statement or any amendment or supplement thereto without Parent's prior consent. The Company shall allow Parent's full participation in the preparation of the Proxy Statement and the Registration Statement. HTP any amendment or supplement thereto and shall use consult with Parent and its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company of advisors concerning any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement respect thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP will advise the Company and the Holder Representative, promptly after HTP receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting The Proxy Statement shall include the generality recommendation of Section 10.04(b)the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger by the stockholders of the Company, except to the extent that the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company have withdrawn or modified its recommendation of this Agreement or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”)Merger. (d) Each of HTP Parent and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement willshall, as of the date it is first mailed promptly as practicable, make all necessary filings with respect to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective Merger under the Securities Act and at the Effective TimeExchange Act and the Regulations thereunder and under applicable Blue Sky or similar securities Laws, in either case, contain any untrue statement of a material fact or omit and shall undertake all reasonable efforts to state any material fact obtain required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingApprovals with respect thereto. (e) If, at any time prior to the Effective Time, any information relating to HTP, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, be promptly filed by HTP with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP Holders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreementhereof, HTP CBSI shall prepare and file the Company shall prepare, and HTP shall file Registration Statement with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP and the Company W▇▇▇▇▇ shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives cooperate in the preparation of the Proxy Statement and the Registration Statement. HTP , which shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company of any correspondence with the SEC relating to include the Proxy Statement, the receipt of any oral or written comments from the SEC relating /Prospectus to be mailed to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments shareholders of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested W▇▇▇▇▇ in connection with any such actionobtaining their approval of this Agreement. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP CBSI will advise the Company and the Holder RepresentativeW▇▇▇▇▇, promptly after HTP it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares CBSI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of or the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b), the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) . If, at any time prior to the Effective Time, any information event or circumstance relating to HTP, the Companya party to this Agreement, or any of their respective Subsidiariesits directors, Affiliatesofficers or shareholders who have filed a Schedule 13D under the Exchange Act, directors or officers, as applicable, shall be discovered by such party that pursuant to the Securities Act or the Holders is discovered by any of HTP or the Company and is required to Exchange Act should be set forth in an amendment or a supplement to either Proxy the Registration Statement or the Registration Proxy Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements /Prospectus included therein, in light of the circumstances under which they were made, not misleading, the such party that discovers such information shall promptly notify the other parties party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state “blue sky” or securities laws and an appropriate amendment shall maintain such registrations or supplement describing such information shallqualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to the other provisions official notice of this Section 10.04issuance, be promptly filed by HTP with the SEC and, prior to the extent required by Law, disseminated to the Pre-Closing HTP HoldersEffective Time.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreementhereof, HTP CBSI shall prepare and file the Company shall prepare, and HTP shall file Registration Statement with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP and the Company First Liberty shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives cooperate in the preparation of the Registration Statement, which shall include the Joint Proxy Statement Statement/Prospectus to be mailed to the shareholders of First Liberty and the Registration Statement. HTP shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company stockholders of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested CBSI in connection with any such actionobtaining their approval of this Agreement. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP CBSI will advise the Company and the Holder RepresentativeFirst Liberty, promptly after HTP it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares CBSI Common Stock issuable in connection with the Merger for offering or sale in any 30 37 jurisdiction, of or the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b), the Company shall furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) . If, at any time prior to the Effective Time, any information event or circumstance relating to HTP, the Companya party to this Agreement, or any of their respective Subsidiariesits directors, Affiliatesofficers or 5% or greater shareholders, directors or officers, as applicable, shall be discovered by such party that pursuant to the Securities Act or the Holders is discovered by any of HTP or the Company and is required to Exchange Act should be set forth in an amendment or a supplement to either Proxy the Registration Statement or the Registration Joint Proxy Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements /Prospectus included therein, in light of the circumstances under which they were made, not misleading, the such party that discovers such information shall promptly notify the other parties party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state "blue sky" or securities laws and an appropriate amendment shall maintain such registrations or supplement describing such information shallqualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to the other provisions official notice of this Section 10.04issuance, be promptly filed by HTP with the SEC and, prior to the extent required by Law, disseminated to the Pre-Closing HTP HoldersEffective Time.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreementhereof, HTP CFX and the Company Milford shall prepare, and HTP shall file with the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-Closing HTP Holders relating to the HTP Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives cooperate in the preparation of the Proxy Statement and the Registration Statement. HTP shall use its commercially reasonable efforts Statements to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company of any correspondence with the SEC relating be mailed to the Proxy Statement, the receipt shareholders of any oral or written comments from the SEC relating to the Proxy Statement, Milford and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE CFX in connection with the Merger (including any amendment or supplement and the transactions contemplated thereby and, if required, to the Proxy Statement or be filed by CFX as part of the Registration Statement. In the event the issuance of CFX Common Stock in connection with the Merger is exempt from registration under Section 3(a)(10) (collectivelyof the Securities Act and the SEC's regulations and interpretations thereunder, no Registration Statement will be filed. In any case, it is anticipated that CFX and Milford will present the “Offer Documents”)Merger to their respective shareholders pursuant to separate Proxy Statements. HTP CFX will advise the Company and the Holder RepresentativeMilford, promptly after HTP it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares CFX Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of or the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting . CFX shall take all actions necessary to register or qualify the generality shares of Section 10.04(b), the Company shall furnish CFX Common Stock to HTP for inclusion be issued in the Proxy Statement Merger pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CFX shall apply for approval to list the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect shares of CFX Common Stock to the Audited Financial Statements required by applicable Law for inclusion be issued in the Proxy Statement and Merger on the Registration StatementAMEX, auditor’s reports and consents subject to use such financial statements and reportsofficial notice of issuance, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any information relating to HTP, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, be promptly filed by HTP with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP HoldersDate.

Proxy Statement; Registration Statement. (ai) As promptly as reasonably practicable after the date execution of this Agreement, HTP (A) Parent and the Company shall preparejointly prepare mutually acceptable materials, and HTP which shall file with include the SEC, (i) a preliminary proxy statement in connection with the Transactions to be filed with the SEC as part of the Registration Statement and sent to the Pre-Closing HTP Holders Parent Stockholders relating to the HTP Extraordinary General Parent Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals ), and (iiB) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of the shares of Parent Post-Merger Common Stock comprising the Share Consideration (collectively, the “Registration Statement Securities”). HTP Each of Parent and the Company shall use commercially its reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. HTP shall use its commercially reasonable best efforts to cause the Proxy Statement and the Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the such filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional informationtransactions contemplated hereby. HTP shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP Parent shall use commercially its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Merger transactions contemplated hereby, and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP Parent and the Company shall use reasonable best efforts agrees to promptly furnish to each the other party Party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, members and stockholders, as applicableother equity holders, and information regarding such other matters, in each case, matters as may be reasonably necessary or reasonably requested in connection with and for inclusion in the Proxy Statement/Registration Statement, any current report on Form 8-K pursuant to the Registration Statement Exchange Act required in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application to be made by or on behalf of HTP and Parent, the Company or their respective Subsidiaries, as applicable, Subsidiaries to the SEC Nasdaq or NYSE any other regulatory authority in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) transactions contemplated by this Agreement (collectively, the “Offer Documents”). HTP . (ii) To the extent not prohibited by Law, Parent will advise the Company and the Holder RepresentativeCompany, reasonably promptly after HTP Parent receives notice thereof, of the time when the Proxy Statement/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares Parent Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the /Registration Statement or the other Offer Documents or for additional information. (c) Without limiting . To the generality of Section 10.04(b)extent not prohibited by Law, the Company and its counsel shall furnish be given a reasonable opportunity to HTP for inclusion in review and comment on the Proxy Statement/Registration Statement and any Offer Document each time before any such document is filed with the Registration Statement promptly upon receipt SEC, and Parent shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Parent shall provide the Company and its counsel with (A) any comments or other communications, whether written or oral, that Parent or its counsel may receive from time to time from the Holder Representative thereof, (i) SEC or its staff with respect to the Audited Financial Statements required by applicable Law for inclusion Proxy Statement/Registration Statement or Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Proxy Statement response of Parent to those comments and the Registration Statementto provide comments on that response (to which reasonable and good faith consideration shall be given), auditor’s reports and consents to use such financial statements and reportsincluding, (ii) unaudited financial statements of if practicable, by participating with the Company and or its Subsidiaries as of and for counsel in any discussions or meetings with the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and SEC. (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP Parent and the Company shall use commercially its reasonable best efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (iiA) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, amended and at the time it becomes effective under the Securities Act and at the Effective Time, in either caseAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, at the date it is first mailed to the Parent Stockholders and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (eiv) If, If at any time prior to the Effective Time, Time any information relating to HTP, the Company, Parent or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders officers is discovered by any of HTP or the Company and or Parent, which is required or is otherwise reasonably desirable to be set forth in an amendment or supplement to either the Proxy Statement or the Registration Statement, so that neither of such Proxy Statement or the Registration Statement documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, shall be promptly filed by HTP with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP HoldersParent Stockholders. (v) The Company, on the one hand, and Parent, on the other, shall be responsible for and pay 50% of all fees and expenses incurred in connection with the preparation and filing of the Offer Documents, other than the fees and expenses of advisors (which will be borne by the Party incurring such fees).

Proxy Statement; Registration Statement. (ai) As promptly as reasonably practicable after the date execution of this Agreement, HTP (x) SPAC and the Company shall prepare, jointly prepare and HTP SPAC shall file with the SEC, (i) a preliminary mutually acceptable materials which shall include the proxy statement in connection with the Transactions to be filed with the SEC as part of the Registration Statement and sent to the Pre-Closing HTP Holders SPAC Shareholders relating to the HTP SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals ), and (iiy) the Company shall prepare (with SPAC’s reasonable cooperation) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of the Registrable Securities. HTP Each of SPAC and the Company shall use commercially its reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. HTP shall use its commercially reasonable best efforts to cause the Registration Statement, including the Proxy Statement and the Registration Statement Statement/Prospectus, to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the such filing thereof and to keep the Registration Statement Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Transactions. (b) HTP shall as promptly as practicable notify the . The Company of any correspondence with the SEC relating also agrees to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP shall cooperate and provide the Company with a use its reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP shall use commercially reasonable best efforts to obtain all necessary state securities Law Securities Laws or “blue sky” permits and approvals required to carry out the Merger Transactions, and the Company SPAC shall promptly furnish all information concerning the Company itself and its equity holders as may be reasonably requested in connection with any such action. Each of HTP SPAC and the Company shall use reasonable best efforts agrees to promptly furnish to each the other party Party and its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicableshareholders, and other equity holders and information regarding such other matters, in each case, matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with and for inclusion in the Registration Statement, including the Proxy Statement/Prospectus, a current report on Form 8-K pursuant to the Registration Statement Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of HTP and SPAC or the Company or their respective Subsidiaries, as applicable, to any regulatory authority (including the SEC or NYSE Nasdaq) in connection with the Merger Transactions (including any amendment or supplement to the “Transaction Filings”). SPAC will cause the Proxy Statement or to be mailed to the SPAC Shareholders as promptly as practicable after the Registration StatementStatement is declared effective under the Securities Act. (ii) (collectivelyTo the extent not prohibited by applicable Law, the “Offer Documents”). HTP Company will advise SPAC, reasonably promptly after the Company and the Holder Representative, promptly after HTP receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the HTP Ordinary Shares or Surviving Pubco Class A Shares Registrable Securities for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting . To the generality of Section 10.04(b)extent not prohibited by applicable Law, SPAC and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall furnish be given a reasonable opportunity to HTP for inclusion in review and comment on the Registration Statement, the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law for inclusion in the Proxy Statement and the Registration Statement, auditor’s reports and consents to use any Transaction Filings each time before any such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 and June 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021, prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor (the “2021 Financial Statements”). (d) Each of HTP and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP Holders, or at the time of the HTP Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement document is filed with the SEC, at each and the other Party shall give reasonable and good faith consideration to any comments made by SPAC and its counsel or the Company and its counsel, as applicable. To the extent not prohibited by applicable Law, the Company, on the one hand, and SPAC, on the other hand, shall provide the other Party and its counsel with (i) any comments or other communications, whether written or oral, that SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time at to time from the SEC or its staff with respect to the Registration Statement, the Proxy Statement or any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of SPAC or the Company, as applicable, to those comments and to provide comments on that response (to which it is amendedreasonable and good faith consideration shall be given), at including, to the time it becomes effective under extent reasonably practicable, by participating with SPAC or its counsel or the Securities Act and at Company or its counsel, as the Effective Timecase may be, in either case, contain any untrue statement of a material fact discussions or omit to state any material fact required to be stated therein or necessary to make meetings with the statements therein, in light of the circumstances under which they are made, not misleadingSEC. (eiii) If, If at any time prior to the Second Effective Time, Time any information relating to HTP, the Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders officers is discovered by any of HTP or the Company and or SPAC, which is required to be set forth in an amendment or supplement to either Proxy the Registration Statement or the Registration Proxy Statement, so that neither of such Proxy Statement or the Registration Statement documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04, shall be promptly filed by HTP with the SEC and, to the extent required by applicable Law, disseminated to the Pre-Closing HTP HoldersSPAC Shareholders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreement, HTP LIVK and the Company shall prepare, and HTP LIVK shall file with the SEC, (i) a preliminary proxy statement in connection with the Transactions Merger to be filed as part of the Registration Statement and sent to the Pre-Closing HTP LIVK Holders relating to the HTP LIVK Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. HTP LIVK and the Company shall use commercially reasonable best efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. HTP LIVK shall use its commercially reasonable best efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the TransactionsMerger. (b) HTP shall LIVK shall, as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. HTP LIVK shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. HTP LIVK shall use commercially reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Merger Merger, and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of HTP LIVK and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of HTP LIVK and the Company or their respective Subsidiaries, as applicable, to the SEC or NYSE Nasdaq in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). HTP LIVK will advise the Company and the Holder RepresentativeCompany, promptly after HTP LIVK receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the HTP LIVK Ordinary Shares or the Surviving Pubco Class A Shares Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. (c) Without limiting the generality of Section 10.04(b‎‎Section 9.04(b), the Company shall promptly furnish to HTP for inclusion in the Proxy Statement and the Registration Statement promptly upon receipt by the Company or the Holder Representative thereof, (i) with respect to the Audited Financial Statements required by applicable Law LIVK for inclusion in the Proxy Statement and the Registration Statement, (i) with respect to the Financial Statements, auditor’s reports and consents to use such financial statements and reports, reports and (ii) unaudited the audited financial statements of the Company and its Subsidiaries required to be included in the Proxy Statement and the Registration Statement or any other filings to be made by LIVK with the SEC in connection with the transactions contemplated in this Agreement (including, for the avoidance of doubt, audited financial statements of the Company and its Subsidiaries as of and for the six months year ended June 30December 31, 2021 and June 302020), 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by including the Company’s independent accountant in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to November 12, 2021, unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2021accompanying notes, prepared in accordance with GAAP and Regulation S-X and reviewed audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the CompanySecurities Act, together with auditor’s independent auditor (the “2021 Financial Statements”)reports and consents to use such financial statements and reports. (d) Each of HTP LIVK and the Company shall use commercially reasonable best efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing HTP LIVK Holders, or at the time of the HTP LIVK Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any information relating to HTPLIVK, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of HTP LIVK or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other parties Party and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 10.04‎Section 9.04, be promptly filed by HTP LIVK with the SEC and, to the extent required by Law, disseminated to the Pre-Closing HTP LIVK Holders.