Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. (a) Acquirer and the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall file jointly prepare and cause to be filed with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement Statement, in which the Joint Proxy Statement/Prospectus shall Statement will be included. Acquirer Each of Parent and the Company shall use all commercially reasonable best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly as practicablereasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. Acquirer The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state blue sky or provincial securities laws in connection with the issuance and reservation of shares of Acquirer Parent Common Stock pursuant to this Agreementthe Merger. Acquirer and Each of the Company and Parent shall promptly furnish to each other all informationinformation reasonably requested by the other (including concerning itself and its stockholders, and take such other actions, as may reasonably be requested or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by any of them Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with this Section 7.2(a). a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (bincluding by incorporation by reference) If at to effect such change (it being understood that any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the SEC and, as required by law, disseminated to reasons of the stockholders of Acquirer Company Board for making such Company Adverse Recommendation Change and the Company; provided that no right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement to the Joint Proxy Statement/Prospectus required by clauses (i) and (ii)). Parent or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent Company, as applicable, each of Acquirer and the Company will advise the other, other promptly after it receives oral or written notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop orderorder relating thereto, the suspension of the qualification of the shares of Acquirer Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement/Prospectus Statement or the Form S-4 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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 hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) Acquirer The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall each not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use all commercially reasonable reasonably efforts to cause establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to be delivered to (i) commencing a broker search for the other a comfort letter of its independent auditors, dated a date within two business days of the effective record date of the Form S-4Company Stockholders Meeting and (ii) setting the record date, in form reasonably satisfactory date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the other party Company Stockholders Meeting shall be the Company Stockholder Approval and customary in scope and substance for such letters routine proposals required in connection with similar registration statementssuch vote.

Registration Statement and Proxy Statement. (ai) Acquirer The Company shall use reasonable best efforts to commence and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall file take all action necessary, in accordance with and subject to the SEC as soon as is reasonably practicable after General Corporation Law of the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer State of Delaware and the Company shall use all commercially reasonable efforts Company’s certificate of incorporation and bylaws, to have the Registration Statement declared effective by the SEC duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the The Company shall promptly furnish use its reasonable best efforts to each other all information, and take such other actions, obtain the Requisite Stockholder Approval (as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(adefined below). (biv) If at any time prior to the Effective Time Expiration Time, any event shall occur occurs as a result of which is required the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to be described state any material fact necessary in order to make the statements therein, in the Joint Proxy Statement/Prospectus light of the circumstances under which they were made, not misleading, or Form S-4if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event shall be so described, and prepare an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus Investment Decision Package that will correct such statement or the Form S-4 will be made by Acquirer omission or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationeffect such compliance. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer and No later than January 16, 2023, the Company shall file provide or make available to Buyer the Acquired Companies’ unaudited financial statements for the six-month period ended November 30, 2022, including condensed consolidated balance sheets, and condensed consolidated statements of operations, statement of stockholders’ equity, and statements of cash flows of the Company required under the applicable rules and regulations of the SEC to be included in the Registration Statement, the Proxy Statement or the Closing Form 8-Ks, in each case, prepared in accordance with GAAP and Regulation S-X. Subsequent thereto, the Company’s consolidated interim financial information for each quarterly period thereafter shall be delivered or made available to Buyer no later than 45 calendar days following the end of each quarterly period. The Company shall promptly provide additional Company financial information reasonably requested by ▇▇▇▇▇ for inclusion in the Merger Materials and any other filings to be made by Buyer with the SEC SEC, including any financial statements of any business acquired by or to be acquired by the Company required by Article 3.05 or Article 11 of Regulation S-X under the Securities Act (as soon as is reasonably practicable after interpreted by the date hereof staff of the Joint Proxy Statement/Prospectus and Acquirer shall file SEC). Without limiting the Registration Statement in which generality of the Joint Proxy Statement/Prospectus shall be included. Acquirer and foregoing, the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws fully cooperate with Buyer in connection with the issuance preparation for inclusion in the Registration Statement or the Proxy Statement/Consent Solicitation Statement of shares pro forma financial statements that comply with the requirements of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a).Regulation S-X. (b) If at The Company shall use its best efforts to ensure that the information supplied by or on behalf of the Company in writing for inclusion in the Registration Statement, on the effective date of the Registration Statement (together with any time prior amendments or supplements thereto), (i) complies in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) does not include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationTime. (c) Acquirer The Company shall prepare the sections of the Registration Statement describing it and its Subsidiaries’ business, operations and/or financial results for inclusion in the Registration Statement. The Company shall cause its officers and employees to be reasonably available to Buyer and its counsel in connection with (i) the drafting of the Registration Statement or the Proxy Statement, and (ii) responding in a timely manner to comments on the Registration Statement or the Proxy Statement from the SEC. (d) The Company shall use its best efforts to ensure that the information supplied by or on behalf of the Company in writing for inclusion in the Proxy Statement and/or the Consent Solicitation Statement (together with any amendments or supplements thereto), when first filed in accordance with Rule 424(b) of the Securities Act or pursuant to Section 14A of the Exchange Act, complies in all material respects with the applicable requirements of the Securities Act and the Exchange Act. The Company shall each will further use all commercially reasonable its best efforts to cause to be delivered to ensure that such information, as of (i) the other a comfort letter date of its independent auditors, dated a date within two business days any filing of the effective Proxy Statement or the Consent Solicitation Statement pursuant to Rule 424(b) of the Securities Act, (ii) the date that the Merger Materials are first mailed to Buyer Stockholders or the stockholders of the Company, and (iii) the time of the Special Meeting or the date of the Form S-4final Written Consent, does not include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementslight of the circumstances under which they were made, not misleading as of the applicable time.

Registration Statement and Proxy Statement. (a) Acquirer Pulte will prepare and file with SEC as soon as practicable after the date of this Agreement a Registration Statement on Form S-4 relating to the shares of Pulte Common Stock to be issued as a result of the merger (the "Registration Statement"). The Registration Statement will include a joint proxy statement (the "Joint Proxy Statement/Prospectus") of Pulte and the Company shall file relating to the Merger Stockholders Meetings. Pulte and the Company will cooperate to provide all information which is required to be included in the Registration Statement or in the Joint Proxy Statement/Prospectus in a timely manner so the Registration Statement can be filed with the SEC as soon as is reasonably practicable. Pulte will cause the Registration Statement, and Pulte and the Company will cause the Joint Proxy Statement/Prospectus, to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules under them. Pulte will use its best efforts, and the Company will cooperate with Pulte, to cause the Registration Statement to be declared effective by the staff of the SEC as promptly as practicable after it is filed (including without limitation, responding to any comments received from the date hereof SEC with respect to the Registration Statement) and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of Pulte and the Company will, as promptly as practicable, provide to the other copies of any written comments received from the SEC with regard to the Registration Statement or the Joint Proxy Statement/Prospectus and Acquirer shall file will advise the other of any comments with respect to the Registration Statement in which or the Joint Proxy Statement/Prospectus shall be includedwhich are received orally from the staff of the SEC. Acquirer and the Company shall Pulte will use all commercially reasonable its best efforts to have obtain, prior to the effective date of Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take Statement, any action required to be taken qualifications, permits or approvals which are necessary under applicable any state blue sky or securities laws in connection with order to carry out the issuance of shares of Acquirer Common Stock pursuant Merger, and Pulte will pay all expenses incident to this Agreementobtaining those qualifications, permits or approvals. Acquirer and Pulte will provide the Company shall promptly furnish with a reasonable opportunity to each other all information, review and take such other actions, as may reasonably be requested in connection with comment on any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed to the Form S-4 prior to filing such with the SEC andSEC, as required by law, disseminated and will provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the stockholders of Acquirer and the Company; provided that contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 will Registration Statement shall be made by Acquirer or the Company without the approval of the other party. To the extent applicableboth parties, each of Acquirer and the Company will advise the otherwhich approval shall not be unreasonably withheld or delayed; provided, promptly after it receives notice thereofhowever, of the time when that with respect to documents filed by a party which are incorporated by reference in the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company Prospectus, this right of approval shall each use all commercially reasonable efforts apply only with respect to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory information relating to the other party or its business, financial condition or results of operations. (b) Pulte and customary in scope Acquisition each represents and substance for such letters in connection with similar registration statements.warrants to the Company, and the Company represents and warrants to Pulte, that none of the information supplied by it for

Registration Statement and Proxy Statement. (a) Acquirer and As soon as reasonably practicable after the execution of this Agreement, the Company shall will prepare and file with the SEC as soon as is a preliminary proxy statement in form and substance reasonably practicable after satisfactory to Parent, and Parent will prepare and file with the date hereof SEC a Registration Statement on Form S-4 (the Joint "Registration Statement") in connection with the registration under the Securities Act of the Parent Series A Stock issuable in the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion of the Company Series A Preferred Stock. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement/Prospectus and Acquirer shall file ") will be included as part of the prospectus forming part of the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer and the Company shall Each party hereto agrees to use all commercially reasonable efforts to have cooperate with each other party in connection with the preparation and filing of the preliminary proxy statement, the Proxy Statement and the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. Each of Parent and the Company will use commercially reasonable efforts to respond to any comments of the SEC, to cause the Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after such filing and to continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC as promptly as practicableto be mailed to the Company's stockholders at the earliest practicable time. Acquirer shall Parent also will use commercially reasonable efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to be taken under any applicable state securities or blue sky or securities laws in connection with the issuance of shares of Acquirer Common the Parent Series A Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request covered by the SEC for amendment of the Joint Proxy Registration Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer and As soon as reasonably practicable after the execution of this Agreement, the Company shall prepare and file with the SEC as soon as is a preliminary proxy statement in form and substance reasonably practicable after satisfactory to TCI, and TCI shall prepare and file with the date hereof SEC a Registration Statement on Form S-4 (the Joint "Registration Statement") in connection with the registration under the Securities Act of the LMG Series A Stock issuable in the Merger and upon exercise of the Assumed Options. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement/Prospectus and Acquirer ") shall file be included as part of the prospectus forming part of the Registration Statement. Each party hereto agrees to use its reasonable best efforts to cooperate with each other party in connection with the preparation and filing of the preliminary proxy statement, the Proxy Statement and the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in which the Joint Proxy Statement/Prospectus shall be includedconnection therewith. Acquirer Each of TCI and the Company shall use all commercially its reasonable best efforts to have respond to any comments of the SEC, to cause the Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after such filing and to continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC as promptly as practicableto be mailed to the Company's stockholders at the earliest practicable time. Acquirer TCI also shall also use its reasonable best efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to be taken under any applicable state securities or blue sky or securities laws in connection with the issuance of shares of Acquirer Common the LMG Series A Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request covered by the SEC for amendment of the Joint Proxy Registration Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. Gold shall, at Gold's expense (abut subject to the terms of Section 11.1 hereinafter) Acquirer as soon as practicable prepare and the Company shall file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Common Stock to be issued in the Merger (the "Registration Statement"). Company, Gold and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in which connection with the Joint special stockholders' meetings of Company and to be called for the purpose of considering and voting on the Merger (the "Proxy Statement/Prospectus "). Company, Gold and Sub shall be included. Acquirer each cause their counsel and auditors to cooperate with the other's counsel and auditors in the preparation and filing of the Registration Statement and the Proxy Statement. Gold shall not include in the Registration Statement any information concerning Company or Bank to which Company shall reasonably and timely object in writing. Gold, Sub and Company shall use all commercially their reasonable best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly soon as practicablemay be practicable and thereafter Company shall distribute the Proxy Statement to its stockholders in accordance with applicable laws not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its stockholders for voting thereon. Acquirer If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Company shall also take mail or otherwise furnish to its shareholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in the reasonable opinion of Gold, Sub or Company, be necessary so that the Proxy Statement, as so amended or supplemented, will contain no untrue statement of any action material fact and will not omit to state any material fact required to be taken stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or as may be necessary to comply with applicable state blue sky or securities laws in connection with law. Gold and Sub shall not be required to maintain the issuance effectiveness of shares the Registration Statement after delivery of Acquirer the Gold Common Stock issued pursuant to this Agreement. Acquirer and hereto for the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action purpose of resale of Gold Common Stock by any person. For a period of them in connection with this Section 7.2(a). (b) If at any time prior to least two years from the Effective Time any event Time, Gold shall occur which is required to be described in make available "adequate current public information" within the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, meaning of and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. paragraph (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered of Rule 144 adopted pursuant to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsSecurities Act.

Registration Statement and Proxy Statement. (a) Acquirer Parent and the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Statement/ Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Parent Stock pursuant to this Agreementhereto. Acquirer Parent and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required preceding sentence. The information provided and to be described provided by Parent and the Company, respectively, for use in the Joint Proxy Statement/Prospectus shall not contain any untrue statement of a material fact or Form S-4omit to state a material fact required to be stated therein or necessary to make the statements therein, such event in the light of the circumstances under which they were made, not misleading. (b) Each of the parties agree that the financial information (including pro forma financial data and information) supplied or to be supplied by it or its representatives for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, shall be so describedprepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial information, as permitted by the rules of the SEC) and an shall fairly present (subject, in the case of unaudited financial information, to normal, recurring audit adjustments) the financial information reflected therein as of the dates thereof or for the periods then ended. (c) Prior to the date of approval of the Parent Stock Issuance and Parent Charter Amendment by Parent's stockholders and adoption of this Agreement by the Company's stockholders, each of the Company, Parent and Subsidiary shall correct promptly any information provided by it to be used specifically in the Joint Proxy Statement/Prospectus and Registration Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement shall to the Joint Proxy Statement/Prospectus or the Registration Statement so as to correct the same and to cause the Joint Proxy Statement/Prospectus as so corrected to be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer the Company and Parent, in each case to the Company; provided that extent required by applicable law. (d) None of the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed or distributed, and, prior to the termination of this Agreement, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will Registration Statement shall be made filed or distributed, by Acquirer or the Company on behalf of Parent or Company, without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection consultation with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope its counsel or without providing the other party the reasonable opportunity to review and substance for comment thereon. (e) Notwithstanding the foregoing, the Company shall not be required to take any action pursuant to this Section 7.2 if, at the time, the Company is not obligated to make the recommendation to its stockholders contemplated by Section 7.3(a) hereof pursuant to the terms of such letters in connection with similar registration statementsSection 7.3(a).

Registration Statement and Proxy Statement. (a) Acquirer and the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. All filings by Acquirer and the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement, the Form S-4 and any amendment or supplement thereto, shall be subject to the prior review of the other, and all mailings to the Company's stockholders in connection with the transactions contemplated by this Agreement shall be subject to the prior review of the other party. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two (2) business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer Gold Banc shall, at Gold Banc's expense as soon as practicable prepare and file a registration statement on Form S-4, including the Proxy Statement, to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (the "Registration Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special stockholders' meetings of the Company, Gold Banc and Acquisition Subsidiary to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement timely object in which the Joint Proxy Statement/Prospectus shall be includedwriting. Acquirer Gold Banc, Acquisition Subsidiary and the Company shall use all commercially their reasonable best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly soon as practicable. Acquirer may be practicable and thereafter the Company shall also take any action required distribute the Proxy Statement to its stockholders in accordance with applicable laws not fewer than twenty (20) Business Days prior to the date on which this Agreement is to be taken under applicable state blue sky submitted to its stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or securities laws in connection with supplements to the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer Registration Statement and the Proxy Statement and Gold Banc, Acquisition Subsidiary and the Company shall promptly mail or otherwise furnish to each other all informationtheir stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, and take such other actionsin the reasonable opinion of Gold Banc, Acquisition Subsidiary or the Company, be necessary so that the Proxy Statement, as so amended or supplemented, will contain no untrue statement of any material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or as may reasonably be requested in connection necessary to comply with any action applicable law. Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any of them in connection with this Section 7.2(a)Person. (b) If For a period of at any time prior to least two years from the Effective Time any event Time, Gold Banc shall occur which is required to be described in make available "adequate current public information" within the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, meaning of and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. paragraph (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered of Rule 144 adopted pursuant to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsSecurities Act.

Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth Third Financial and Franklin agree to cooperate in the preparation of a registration statement on Form S-4 (athe "Registration Statement") Acquirer and the Company shall file to be filed by Fifth Third with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Fifth Third Common Stock pursuant in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Franklin constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as to this form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third, Fifth Third Financial and Franklin agree to each use their best efforts to enable Fifth Third to file the Registration Statement with the SEC within sixty (60) days of the date hereof and Fifth Third and Fifth Third Financial agree to furnish the Registration Statement in draft form for comments to Franklin at least ten calendar days prior to the anticipated filing. Each party hereto shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement to the other party hereto, and advise the other party hereto of any oral comments with respect to the Registration Statement received from the SEC. Each of Fifth Third, Fifth Third Financial and Franklin agrees to use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. As promptly as possible after the Registration Statement is declared effective, Franklin agrees to mail the Proxy Statement to its shareholders in accordance with the directions and under the supervision of Fifth Third. Fifth Third also agrees to use reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by the Agreement. Acquirer and the Company shall promptly Franklin agrees to furnish to each other Fifth Third all informationinformation concerning Franklin, its Subsidiaries, officers, directors and take such other actions, stockholders as may be reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a)the foregoing. (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer As soon as practicable following the date hereof, OCA and the Company OrthAlliance shall jointly prepare, and OCA shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file SEC, the Registration Statement in which the Joint Proxy Statement/Prospectus shall Statement will be includedincluded as a prospectus. Acquirer Each of OCA and the Company OrthAlliance shall use all commercially its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Acquirer OCA shall also take use its reasonable best efforts (other than qualifying to do business in any action jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to be taken under applicable state blue sky or securities laws in connection with carry out the issuance of shares of Acquirer Common Stock pursuant to transactions contemplated by this Agreement. Acquirer The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the Company shall documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to each the other all informationinformation concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable request in connection with the Merger preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for offering inclusion or sale incorporation by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any jurisdictionuntrue 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 not misleading, or any request by (ii) in the SEC for amendment case of the Joint Proxy Statement/Prospectus , at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance 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 Form S-4 or comments thereon and responses thereto or requests by statements therein, in light of the SEC for additional information. (c) Acquirer circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Company shall each use Proxy Statement will comply as to form in all commercially reasonable efforts to cause to be delivered to material respects with the other a comfort letter of its independent auditors, dated a date within two business days provisions of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsExchange Act.

Registration Statement and Proxy Statement. (a) Acquirer As soon as reasonably ------------------------------------------ practicable after the execution of this Agreement, Parent, Liberty Media and the Company shall cooperate in the preparation of, and the Company shall file confidentially with the SEC as soon as is Commission, a preliminary proxy statement in form and substance reasonably practicable after satisfactory to each of Parent, Liberty Media and the date hereof Company, and, following resolution of comments, if any, of the Joint Proxy Statement/Prospectus Commission on the preliminary proxy statement, Liberty Media and Acquirer Parent shall prepare and Parent shall file with the Commission a registration statement on Form S-4 (the "Registration Statement in which Statement"), containing a form of prospectus that includes such proxy statement (as amended or supplemented, if applicable) registering under the Joint Proxy Statement/Prospectus shall be includedSecurities Act the issuance of the shares of Class A Liberty Media Group Stock issuable upon conversion of Company Common Stock pursuant to the Merger. Acquirer Each of Parent, Liberty Media and the Company shall use all its commercially reasonable efforts to respond to any comments of the Commission and to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer practicable after such filing and the Company shall use its commercially reasonable efforts to cause the proxy statement as filed with the Commission and as thereafter amended or supplemented to be cleared by the Commission and mailed to the Company's stockholders as promptly furnish as practicable after the Registration Statement becomes effective (such proxy statement in the definitive form mailed to the Company's stockholders, as thereafter amended or supplemented, being referred to as the "Proxy Statement"). The Company, Liberty Media and Parent will notify each other all party promptly of the receipt of any comments from the Commission or its staff or any other government officials and of any request by the Commission or its staff for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing or for additional information, and take such will supply the other actions, as may reasonably be requested in connection parties with any action by copies of all correspondence between it and any of them in connection its representatives, on the one hand, and the Commission or its staff or any other government officials on the other hand, with this Section 7.2(a). (b) If at any time prior respect to the Effective Time Registration Statement, the Proxy Statement, the Merger or any filing with the Commission relating thereto. Whenever any party hereto becomes aware of any event shall occur which that is required to be described set forth in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or , the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective Registration Statement or any supplement or amendment has been filed, other filing with the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable Commission in connection with this Agreement or the Merger for offering transactions contemplated hereby, such party shall promptly inform the other parties of such occurrence and cooperate in the prompt filing with the Commission or sale in any jurisdiction, its staff or any request by the SEC for amendment other governmental officials, and/or mailing to stockholders of the Joint Proxy Statement/Prospectus Company, of such amendment or supplement, which shall comply in all material respects with the Form S-4 or comments thereon and responses thereto or requests by provisions of the SEC for additional information. (c) Acquirer Securities Act and the Company Exchange Act. The Company, and Parent and Liberty Media, each shall each use all commercially reasonable efforts to cause to be delivered to promptly provide the other a comfort letter (or its counsel) copies of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other all filings made by such party and customary in scope and substance for such letters with any Governmental Entity in connection with similar registration statementsthis Agreement or the transactions contemplated hereby.

Registration Statement and Proxy Statement. (a) Acquirer and As promptly as practicable after the execution of this Agreement, the Company shall (i) prepare and mail to its shareholders and (ii) if required by applicable law file with the SEC as soon as is reasonably practicable after appropriate Regulatory Authorities a proxy or information statement (the date hereof the Joint "Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer and ") relating to the Company Shareholders' Meeting. Sterling shall use furnish all commercially reasonable efforts to have information concerning Sterling and its Subsidiaries as the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws Company may reasonably request in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the preparation of the Proxy Statement. The Company shall promptly furnish give Sterling and its counsel the opportunity to review the Proxy Statement and each other all information, and take such other actions, as may reasonably document to be requested in connection with any action incorporated by any of them in connection with this Section 7.2(a)reference therein prior to mailing the Proxy Statement to its shareholders. (b) If at any time prior Unless otherwise required pursuant to the Effective Time any event shall occur which is required to be described applicable fiduciary duties of the Company Board (as determined in good faith by the Joint Proxy Statement/Prospectus or Form S-4Company Board based upon the advice of its outside counsel), such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 Statement will be made by Acquirer or the Company without the approval of the other party. To the extent applicableSterling, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationwhich approval shall not be unreasonably withheld. (c) Acquirer and The information supplied by the Company for inclusion in the Proxy Statement shall each use all commercially reasonable efforts not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to cause the stockholders of the Company and (ii) the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be delivered stated therein or necessary in order to make the statements therein not misleading. (d) The information supplied or to be supplied by Sterling for inclusion in the Proxy Statement will not, at the time it is supplied to the other Company, contain any untrue statement of a comfort letter material fact or omit to state any material fact necessary in order to make the statements made therein not misleading. (e) The shares of Sterling Common Stock to be issued as the Merger Consideration will be issued under Sterling's effective shelf registration statement on Form S-4 (Registration No.333-46345) ("Registration Statement") under the Securities Act. Rule 145 under the Securities Act will be available to the Company Shareholders who receive these shares of Sterling Common Stock under Article III to sell these shares without further registration under the Securities Act. As of its independent auditorseffective date, dated a date within two business days the Registration Statement complied as to form in all material respect with the applicable requirements of the effective date Securities Act. The prospectus (the "Prospectus"), included in the Registration Statement, at the time of delivery to Company stockholders and at the time of the Form S-4Company Stockholders Meeting, has complied and will comply as to form in all material respects with the applicable requirements of the Securities Act. The Registration Statement and Prospectus do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementslight of the circumstances under which they were made, not misleading.

Registration Statement and Proxy Statement. (a) Acquirer Parent and the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer Parent shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be includedForm S-4. Acquirer Parent and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Parent Common Stock pursuant to this Agreement. Acquirer Parent and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer Parent or the Company without the approval of the other party. To the extent applicable, each of Acquirer Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer Parent and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two (2) business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (ai) Acquirer The Proxy Statement and the Registration Statement (the “SEC Transaction Documents”) filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to ▇▇▇▇▇▇▇ and its counsel to review prior to the filing thereof. The Company shall: (x) provide ▇▇▇▇▇▇▇ with a reasonable opportunity to review any SEC Transaction Document that is amended after the date hereof prior to its filing with the Commission and shall duly consider in good faith any comments of ▇▇▇▇▇▇▇ and its counsel; (y) advise ▇▇▇▇▇▇▇ promptly of the time when each of the SEC Transaction Documents has been filed and when the Registration Statement has become effective or any Prospectus or Prospectus supplement has been filed and shall furnish Elliott with copies thereof; and (z) advise ▇▇▇▇▇▇▇ promptly after it receives notice of any comments or inquiries by the Commission (and furnish Elliott with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide ▇▇▇▇▇▇▇ with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto and any amendment or supplement to any SEC Transaction Document before any filing with the Commission, and to duly consider in good faith any comments of ▇▇▇▇▇▇▇ and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. The Company shall take all action as may be necessary or advisable so that the Rights Offering and the issuance and sale of the Backstop Acquired Shares and the Investor Offered Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission. Subject to applicable law, the Board shall set the Record Date, and the Company shall file take all action necessary, in accordance with and subject to the SEC as soon as is reasonably practicable after General Corporation Law of the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer State of Delaware and the Company shall use all commercially reasonable efforts Company’s Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, to have the Registration Statement declared effective by the SEC duly call, give notice of, and convene and hold, as promptly as practicable, an annual meeting of its stockholders to consider and vote upon, among other proposals, the Rights Offering Proposals, to the extent required by applicable law or regulations or the rules of the NYSE. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the The Company shall promptly furnish use its reasonable best efforts to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any obtain the requisite stockholder approval of them in connection with this Section 7.2(a)the Rights Offering Proposals. (biv) If at any time prior to the Effective Time Expiration Time, any event shall occur occurs as a result of which is required the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to be described state any material fact necessary in order to make the statements therein, in the Joint Proxy Statement/Prospectus light of the circumstances under which they were made, not misleading, or Form S-4if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify ▇▇▇▇▇▇▇ of any such event shall be so described, and prepare an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus Investment Decision Package that will correct such statement or the Form S-4 will be made by Acquirer omission or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationeffect such compliance. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. Gold Banc shall, at Gold Banc's expense as soon as practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (a) Acquirer the "Registration Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special stockholders' meetings of the Company and Gold Banc to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement timely object in which the Joint Proxy Statement/Prospectus shall be includedwriting. Acquirer Gold Banc, Acquisition Subsidiary and the Company shall use all commercially their reasonable best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly soon as practicable. Acquirer may be practicable and thereafter the Company shall also take any action required distribute the Proxy Statement to its stockholders in accordance with applicable laws not fewer than 20 business days prior to the date on which this Agreement is to be taken under applicable state blue sky submitted to its stockholders for voting thereon. If necessary, in light of developments occurring subsequent tothe distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or securities laws in connection with supplements to the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer Registration Statement and the Proxy Statement and Gold Banc and the Company shall promptly mail or otherwise furnish to each other all informationtheir stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, and take such other actionsin the reasonable opinion of Gold Banc, Acquisition Subsidiary or the Company, be necessary so that the Proxy Statement, as may reasonably be requested in connection with so amended or supplemented, will contain no untrue statement of any action by material fact and will not omit to state any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is material fact required to be described stated therein or necessary to make the statements therein, in light of the Joint Proxy Statement/Prospectus circumstances under which they were made, not misleading, or Form S-4as may be necessary to comply with applicable law. Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. For a period of at least two years from the Effective Time, such event Gold Banc shall be so described, make available "adequate current public information" within the meaning of and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. paragraph (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered of Rule 144 adopted pursuant to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsSecurities Act.

Registration Statement and Proxy Statement. (a) Acquirer Parent shall prepare and the Company shall file with the SEC as soon as is reasonably practicable after this Agreement has been approved by the date hereof board of directors and stockholders of the Joint Company, the Proxy Statement/Prospectus Statement and Acquirer shall file the Registration Statement (in which the Joint Proxy Statement/Prospectus Statement shall be included. Acquirer ) and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicablepracticable thereafter. Acquirer Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Parent Common Stock pursuant in the Merger; provided, however, that with respect to this Agreementsuch blue sky qualifications neither Parent nor the Company shall be required to register or qualify as a foreign corporation or to take any action which would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions relating to or arising solely from the offer and sale of Parent Common Stock. Acquirer Parent and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). the preceding sentence. The information provided and to be provided by each of the Company and Parent (band by their auditors, attorneys, financial advisors or other consultants or advisors) If at any time prior to the Effective Time other for use in the Registration Statement and Proxy Statement shall be true and complete in all material respects without omission of any event shall occur material fact which is required to be described in the Joint Proxy Statement/Prospectus make such information not false or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, misleading as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To date the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filedRegistration Statement becomes effective, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4Proxy Statement and the Effective Time. The Proxy Statement shall include the recommendation of Parent's Board of Directors in favor of the Merger, in form reasonably satisfactory unless otherwise necessary due to the other party and customary in scope and substance for such letters in connection with similar registration statementsapplicable fiduciary duties of the directors of Parent, as determined pursuant to Section 6.1(h).

Registration Statement and Proxy Statement. (a) Acquirer Decoy will use commercially reasonable efforts to furnish to Intec: (i) as promptly as practicable following the date of this Agreement, and in any event by March 31, 2021 (the “Audited Financial Statements Deadline”) audited financial statements for the fiscal years ended 2019 and 2020 for inclusion in the Proxy Statement and the Company Registration Statement (the “Decoy New Audited Financial Statements”) and (ii) no later than forty-five (45) days following the end of the interim period to which they relate, unaudited but reviewed interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if Decoy were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Decoy Interim Financial Statements”) (each applicable date in (i) or (ii) being the “Financial Statements Delivery Date”). Decoy shall file also promptly deliver to Intec copies of any audited consolidated financial statements of Decoy that Decoy’s certified public accountants may issue. Decoy shall ensure that, and hereby undertakes that upon delivery, each of the Decoy New Audited Financial Statements and the Decoy Interim Financial Statements will be suitable for inclusion in the Proxy Statement and the Registration Statement and prepared in accordance with GAAP applied on a consistent basis during the SEC periods involved (except in each case as soon described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, and cash flows of Decoy as is reasonably of the dates of and for the periods referred to in the Decoy New Audited Financial Statements or the Decoy Interim Financial Statements, as the case may be, except, in the case of the Decoy Interim Financial Statements, subject to year-end audit adjustments. (b) As promptly as practicable after the date hereof delivery of the Joint Proxy Statement/Prospectus Decoy New Audited Financial Statements, Intec shall prepare, with the reasonable cooperation of Decoy, and Acquirer shall file cause to be filed with the SEC, the Registration Statement Statement, in which the Joint Proxy Statement/Prospectus Statement (with the proxy card required under the Companies Law) will be included as a prospectus. The Registration Statement and Proxy Statement shall comply with the applicable rules and regulations promulgated by the SEC in all material respects. The Registration Statement and the Proxy Statement shall be includedsubject to review and comment by Decoy prior to filing, which such comments, if any, shall in good faith be taken into account by Intec. Acquirer and the Company Intec shall use all commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. (c) Intec covenants and agrees that the Registration Statement and Proxy Statement will not, at the time that the such statement or any amendment or supplement thereto is filed with or submitted to the SEC or is first mailed to the Intec Shareholders (as applicable), or at the time of the Intec Shareholders’ 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Intec makes no covenant, representation or warranty with respect to statements made in the Registration Statement and Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished by Decoy or its Representatives, and Decoy covenants and agrees that the information furnished by it and its Representatives will not, at the time that the Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with or submitted to the SEC or is first mailed to the Intec Shareholders, at the time of the Intec Shareholders’ Meeting, cause the Registration Statement and Proxy Statement to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC in all material respects. (d) Intec shall notify Decoy promptly of the receipt of any comments from the SEC or its staff, if any, and of any request by the SEC or its staff, if any, for amendments or supplements to the Registration Statement or Proxy Statement or for additional information and shall supply Decoy with copies of all material correspondence between Intec 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 or Proxy Statement or the Transactions. Decoy shall use its commercially reasonable efforts to provide Intec with all information in its possession or control which is requested by the SEC or its staff, and Intec shall use its commercially reasonable efforts to respond as promptly as practicable. Acquirer reasonably practicable to any comments of the SEC or its staff with respect to the Registration Statement or Proxy Statement, and shall also take use commercially reasonable efforts to consult with Decoy and its counsel prior to responding to any action required to be taken under applicable state blue sky such comments of the SEC or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company its staff. (e) Each Party shall promptly furnish to each the other Party all information, information concerning such Party and take such other actions, as Party’s Subsidiaries and such Party’s equityholders that may be required or reasonably be requested in connection with any action contemplated by any of them in connection with this Section 7.2(a). (b) ‎5.1 or any filing due under applicable rules and regulations resulting from any action under this Agreement. If at any time prior to the Effective Time any event shall occur which is required relating to Decoy occurs, or if Decoy becomes aware of any information, that should be described disclosed in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement to the Registration Statement or Proxy Statement, then Decoy shall be promptly filed inform Intec thereof and shall cooperate fully with Intec in filing such amendment or supplement with the SEC and, as required by lawif appropriate, disseminated to the stockholders of Acquirer and the Company; provided that no in mailing such amendment or supplement to the Joint Intec Shareholders. (f) Each of Decoy and Intec (and Intec Parent) agree to provide promptly to the other such information concerning its business and financial statements (if requested by Intec, Decoy shall procure that such information is, as required by Intec, reviewed or audited by Decoy’s auditors) and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Registration Statement or Proxy Statement/Prospectus , or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the Form S-4 will be made by Acquirer or other’s counsel and auditors in the Company without the approval preparation of the other partyRegistration Statement or Proxy Statement. To Intec shall not include in the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective Registration Statement or Proxy Statement any supplement information with respect to Decoy or amendment has been filedits Affiliates, the issuance form and content of which information shall not have been approved by Decoy prior to such inclusion. In connection with any stop orderfiling Intec makes with the SEC that requires information about the transactions contemplated by this Agreement to be included, the suspension of the qualification of the shares of Acquirer Common Stock issuable Decoy shall, and shall cause its Affiliates, in connection with the disclosure included in any such filing or the responses provided to the SEC in connection with the SEC’s comments to a filing, to use their commercially reasonable efforts to: (i) cooperate with Intec, (ii) respond to questions about Decoy required in any filing or requested by the SEC in a timely fashion; and (iii) promptly provide any information reasonably requested by Intec or Intec’s Representatives in connection with any filing with the SEC. (g) Prior to the Effective Time, Intec shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Intec Parent Common Stock to be issued in the Merger (to the extent required) shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Decoy Common Stock has an address of record on the applicable record date for offering determining the holders of Decoy Common Stock entitled to notice of and to consent to the Decoy Stockholder Written Consent; provided, however, that Intec shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or sale (ii) to file a general consent to service of process in any jurisdiction, or any request unless Intec is already subject to service in such jurisdiction and except as may be required by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationSecurities Act. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer Summa and Calnetics shall cooperate in preparing the Company shall file with the SEC as soon as is reasonably practicable after the date hereof Registration Statement (including any amendments or supplements thereto) and the Joint Proxy Statement/Prospectus to be included therein and Acquirer each shall furnish to the other for inclusion therein all such information relating to it as the other party or its counsel reasonably requests. Summa shall file the Registration Statement in which with the Joint Proxy Statement/Prospectus shall be included. Acquirer Commission promptly after completion, and the Company Summa and Calnetics shall use all commercially reasonable efforts to respond to any comments of the Commission staff and to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required practicable and, thereafter, to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take maintain such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to effectiveness through the Effective Time any event shall occur which is required Time. Summa agrees to be described in provide to Calnetics the Joint Proxy opportunity to review and comment on the Registration Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no each amendment or supplement to the Joint Proxy Registration Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer responsive correspondence to be sent to the Commission, and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment each form of the Joint Proxy Statement/Prospectus within a reasonable time before filing, and agrees not to file any such documents without Calnetics' consent. Summa shall (i) include in the Registration Statement and each amendment and supplement information relating to Calnetics, its business and financial condition only as authorized by Calnetics, and (ii) promptly provide to Calnetics copies of all correspondence received from the Commission with respect to the Registration Statement and its amendments or supplements and copies of all responsive correspondence to the Commission. Summa agrees to notify Calnetics of any stop orders or threatened stop orders with respect to the Registration Statement. The Joint Proxy Statement/Prospectus may be filed with the Commission as confidential preliminary proxy material under Regulation 14A of the Exchange Act. (b) Calnetics and Summa shall not furnish to their respective shareholders any proxy materials relating to this Agreement or the Form S-4 Merger until the Registration Statement has become effective. Calnetics and Summa each shall mail to its shareholders (i) as promptly as practicable after the Registration Statement becomes effective, the Joint Proxy Statement/Prospectus (the date of such mailing hereinafter being referred to as the "Mailing Date"), (ii) as promptly as practicable after receipt thereof, any supplemental or comments thereon amended Joint Proxy Statement/Prospectus, and responses (iii) such other supplementary proxy materials as may be necessary, in light of the circumstances arising after the mailing of the Joint Proxy Statement/Prospectus, to make the Joint Proxy Statement/Prospectus, as theretofore supplemented or amended, complete and correct. The Joint Proxy Statement/Prospectus and all amendments and supplements thereto or requests by the SEC for additional informationshall comply with applicable law and shall be in form and substance satisfactory to Summa and Calnetics. (c) Acquirer Summa and the Company Calnetics each shall each use all commercially reasonable efforts to cause to be delivered to advise the other a comfort letter of its independent auditorsif, dated a date within two business days of at any time before the effective date of the Form S-4Registration Statement, the date of the special meeting of Calnetics Shareholders to be held pursuant to Section 8.6 hereof, the date of the special meeting of Summa Shareholders to be held pursuant to Section 8.7 hereof, or the Effective Time, the Registration Statement or the Joint Proxy Statement/Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in form reasonably satisfactory to the light of the circumstances under which they were made, not misleading. In such event, Summa or Calnetics, as the case may be, shall provide the other party and customary in scope and substance for with the information needed to correct such letters in connection with similar registration statementsmisstatement or omission.

Registration Statement and Proxy Statement. (a) Acquirer and MB agrees to promptly prepare a registration statement on Form S-4 (the Company shall file "Registration Statement") which, subject to compliance by First SecurityFed with Section 7.03(b), will comply in all material respects with applicable Securities Laws. The Registration Statement is to be filed by MB with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer MB Common Stock pursuant in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of First SecurityFed constituting a part thereof (the "Proxy Statement") and all related documents). First SecurityFed agrees to cooperate, and to cause its Subsidiaries, its counsel and its accountants to cooperate, with MB, its counsel and its accountants, in the preparation of the Registration Statement and the Proxy Statement; and provided that First SecurityFed and its Subsidiaries have cooperated as required above, MB agrees to file the Registration Statement (or the form of the Proxy Statement) in preliminary form with the SEC as promptly as reasonably practicable and shall use reasonable best efforts to cause such filing to occur within 60 days after execution of this Agreement. Acquirer Each Party agrees to use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. MB also agrees to use reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required for the Company shall promptly issuance of MB Common Stock in the Merger. First SecurityFed agrees to furnish to each other MB all informationinformation concerning First SecurityFed, its Subsidiaries, officers, directors and take such other actions, stockholders as may be reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a)the foregoing. (b) If Each Party agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the First SecurityFed stockholders and at the time of the First SecurityFed Meeting, 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 any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each Party further agrees that if it shall become aware prior to the Effective Time of any event shall occur which is required information furnished by it that would cause any of the statements in the Proxy Statement to be described in false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the Joint statements therein not false or misleading, to promptly inform the other Party thereof and to take the necessary steps to correct the Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated . 45 Next Page (c) MB agrees to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the otherFirst SecurityFed, promptly after it MB receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, order or the suspension of the qualification of the shares of Acquirer MB Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Joint Proxy Statement/Prospectus Registration Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer Gold Banc shall, at Gold Banc's expense as soon as practicable prepare and file a registration statement on Form S-4, including the Proxy Statement, to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (the "Registration Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special stockholders' meetings of the Company, Acquisition Subsidiary and Gold Banc to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall file reasonably and timely object in writing. The Registration Statement, at the time it is declared effective, and the Proxy Statement, at the time it is mailed to stockholders shall each comply as to form in all material respects with the SEC as soon as is reasonably practicable after provisions of the date hereof Securities Act and the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be includedExchange Act, respectively. Acquirer Gold Banc, Acquisition Subsidiary and the Company shall use all commercially their reasonable best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly soon as practicable. Acquirer shall also take any action required to may be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer practicable and thereafter Gold Banc and the Company shall promptly distribute the Proxy Statement to their respective stockholders in accordance with applicable laws not fewer than twenty (20) Business Days prior to the date on which this Agreement is to be submitted to their respective stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or supplements to the Registration Statement and the Proxy Statement and Gold Banc, Acquisition Subsidiary and the Company shall mail or otherwise furnish to each other all informationtheir stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, and take such other actionsin the reasonable opinion of Gold Banc, Acquisition Subsidiary or the Company, be necessary so that the Proxy Statement, as so amended or supplemented, will contain no untrue statement of any material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or as may reasonably be requested in connection necessary to comply with any action applicable law. Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any of them in connection with this Section 7.2(a)Person. (b) If For a period of at any time prior to least two years from the Effective Time any event Time, Gold Banc shall occur which is required to be described in make available "adequate current public information" within the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, meaning of and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. paragraph (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered of Rule 144 adopted pursuant to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsSecurities Act.

Registration Statement and Proxy Statement. (a) Acquirer Within forty five (45) days after the execution of this Agreement, Sterling shall prepare and the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the a Registration Statement in which on Form S-4 (the Joint Proxy “Registration Statement/Prospectus shall be included. Acquirer ”) under the Securities Act of 1933, as amended (the “Securities Act”), and any other applicable documents, relating to the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required shares of Sterling Common Stock to be taken under applicable state blue sky or securities laws in connection with delivered to the issuance holders of shares of Acquirer Company Common Stock pursuant to this Agreement, and will use its best efforts to cause the Registration Statement to become effective. Acquirer The Company and its counsel shall be given the opportunity to participate in the preparation of the Registration Statement and shall have the right to approve the content of the Registration Statement with respect to the Company and the Company shall promptly furnish Shareholders’ Meeting. At the time the Registration Statement becomes effective, the Registration Statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and will not contain an untrue statement of a material fact or omit to each other all information, and take such other actions, as may reasonably state a material fact required to be requested in connection with any action by any of them in connection with this Section 7.2(a)stated therein or necessary to make the statements therein not false or misleading. (b) If at any time prior Unless otherwise required pursuant to the Effective Time any event shall occur which is required to be described applicable fiduciary duties of the Company Board (as determined in good faith by the Joint Proxy Statement/Prospectus or Form S-4Company Board based upon the advice of its outside counsel), such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 Statement will be made by Acquirer or the Company without the approval of the other party. To the extent applicableSterling, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationwhich approval shall not be unreasonably withheld. (c) Acquirer and The information supplied by the Company for inclusion in the Proxy Statement shall each use all commercially reasonable efforts not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to cause the shareholders of the Company and (ii) the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be delivered stated therein or necessary in order to make the statements therein not misleading. (d) The information supplied or to be supplied by Sterling for inclusion in the Proxy Statement will not, at the time it is supplied to the other Company, contain any untrue statement of a comfort letter of its independent auditors, dated a date within two business days of material fact or omit to state any material fact necessary in order to make the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsstatements made therein not misleading.

Registration Statement and Proxy Statement. (a) Acquirer As promptly as reasonably practicable after the execution of this Agreement, Acquiror and the Company shall jointly prepare and the Company shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) registering the securities to be issued in the Merger and the shares of Company Common Stock to be issued to the Acquiror Stockholders as soon as is reasonably practicable after Closing Share Consideration for offer and sale under the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Securities Act. The Registration Statement in which the Joint Proxy Statementshall include a proxy statement/Prospectus shall be included. Acquirer and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws prospectus in connection with the issuance Transactions (as amended or supplemented, the “Proxy Statement”) to be filed by the Acquiror on Schedule 14A and used for soliciting proxies from holders of shares of Acquirer Acquiror Class A Common Stock pursuant to this Agreementvote at a Special Meeting, as adjourned or postponed, in favor of the Acquiror Stockholder Matters. Acquirer Acquiror will provide the Company, as promptly as reasonably practicable, with such information concerning Acquiror as may be necessary for the information concerning the Company in the Registration Statement, Proxy Statement (including delivering customary Tax representation letters to counsel to enable counsel to deliver any Tax opinions requested or required by the SEC or to be submitted in connection therewith) and Other Filings (as defined below) to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested DGCL in connection with any action the preparation, filing and distribution of the Registration Statement and Proxy Statement and the solicitation of proxies thereunder, the calling and holding of each Special Meeting and the preparation and filing of the Other Filings. The information relating to Acquiror furnished by any or on behalf of them Acquiror in connection with this Section 7.2(a). writing expressly for inclusion in such filings will not, (bi) If at any time prior in the case of the Registration Statement and the Proxy Statement, as of (A) the Registration Statement Effectiveness Date, (B) the date of mailing of the Proxy Statement to the holders of Acquiror Common Stock, (C) the date and time of each Special Meeting or (D) the Effective Time Time, or (ii) in the case of any event shall occur Other Filing, on the date of its filing, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be described stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which they were made, not false or misleading. Without limiting the foregoing, the Company will use its best efforts to ensure that (1) the Registration Statement and Proxy Statement do not, as of (I) the Registration Statement Effectiveness Date, (II) the date of mailing of the Proxy Statement to the holders of Acquiror Common Stock, (III) the date and time of each Special Meeting, or (IV) the Effective Time, and (2) any Other Filing does not, as of the date of its filing, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the Joint light of the circumstances under which they were made, not misleading (provided that Acquiror will not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by the expressly for inclusion in Registration Statement and Proxy Statement/Prospectus ). Whenever any information is discovered or Form S-4event occurs which would reasonably be expected to result in the Registration Statement or Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Acquiror or the Company, as the case may be, will promptly inform the other Party of such event shall be so described, occurrence and an amendment or supplement shall be promptly filed cooperate in Acquiror filing with the SEC andor its staff or any other Governmental Authority, as required by law, disseminated and/or mailing to the stockholders of Acquirer and the Company; provided that no Acquiror, an amendment or supplement to the Joint Registration Statement or Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval , as applicable. Each of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company Parties shall each use all its commercially reasonable efforts to (1) cause the Registration Statement and Proxy Statement and Other Filings to, when filed with the SEC, comply in all material respects with all legal requirements applicable thereto, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement, (3) cause all comments from the SEC on the Registration Statement and Proxy Statement to be delivered cleared as promptly as practicable and (4) keep the Registration Statement effective as long as is necessary to consummate the Transactions. The Company shall not file the Registration Statement, Proxy Statement, Other Filing or any amendment or supplement thereto or any other document proposed to be filed in connection therewith with the SEC without the prior written consent of Acquiror, such consent not to be unreasonably withheld, conditioned or delayed. Any fees relating to the other a comfort letter of its independent auditors, dated a date within two business days filing of the effective date of Registration Statement or the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsProxy Statement shall be borne by Acquiror.

Registration Statement and Proxy Statement. 1. Each of Fifth ------------------------------------------ Third and CNB Bancshares agree to cooperate in the preparation of a registration statement on Form S-4 (athe "Registration Statement") Acquirer to be filed by Fifth Third with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of CNB Bancshares constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Company Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third and CNB Bancshares agree to each use their best efforts to enable CNB Bancshares to file the Proxy Statement in preliminary form with the SEC within sixty (60) days of the date hereof and CNB Bancshares agrees to furnish the preliminary Proxy Statement in draft form for comments to Fifth Third at least 5 days prior to the anticipated filing. Unless Fifth Third elects to file the Registration Statement sooner, Fifth Third agrees to file the Registration Statement with the SEC as soon as is reasonably practicable after any SEC comments with respect to the date hereof preliminary Proxy Statement are resolved. Each of Fifth Third and CNB Bancshares shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the Joint Proxy Statement/Prospectus and Acquirer shall file SEC with respect to the Registration Statement in which and the Joint Proxy Statement/Prospectus shall be included. Acquirer , as the case may be, to the other party, and advise the Company shall use all commercially reasonable efforts other party of any oral comments with respect to have the Registration Statement or the Proxy Statement received from the SEC. Each of Fifth Third and CNB Bancshares agrees to use reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as practicablereasonably practicable after filing thereof. Acquirer shall As promptly as possible after the Registration Statement is declared effective, CNB Bancshares agrees to mail the Proxy Statement to its shareholders. Fifth Third also take any action agrees to use reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by the Agreement. CNB Bancshares agrees to furnish to Fifth Third all information concerning CNB Bancshares, its Subsidiaries, officers, directors and stockholders as may be taken under applicable state blue sky or securities laws reasonably requested in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a)foregoing. (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. Gold Banc shall, at Gold Banc's expense as soon as practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (a) Acquirer the "Registration Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special stockholders' meetings of the Company and Gold Banc to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement timely object in which the Joint Proxy Statement/Prospectus shall be includedwriting. Acquirer Gold Banc, Acquisition Subsidiary and the Company shall use all commercially their reasonable best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly soon as practicable. Acquirer may be practicable and thereafter the Company shall also take any action required distribute the Proxy Statement to its stockholders in accordance with applicable laws not fewer than 20 business days prior to the date on which this Agreement is to be taken under applicable state blue sky submitted to its stockholders for voting thereon. If necessary, in light of developments occurring subsequent to 423985 v7 46 the distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or securities laws in connection with supplements to the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer Registration Statement and the Proxy Statement and Gold Banc and the Company shall promptly mail or otherwise furnish to each other all informationtheir stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, and take such other actionsin the reasonable opinion of Gold Banc, Acquisition Subsidiary or the Company, be necessary so that the Proxy Statement, as may reasonably be requested in connection with so amended or supplemented, will contain no untrue statement of any action by material fact and will not omit to state any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is material fact required to be described stated therein or necessary to make the statements therein, in light of the Joint Proxy Statement/Prospectus circumstances under which they were made, not misleading, or Form S-4as may be necessary to comply with applicable law. Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. For a period of at least two years from the Effective Time, such event Gold Banc shall be so described, make available "adequate current public information" within the meaning of and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. paragraph (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered of Rule 144 adopted pursuant to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsSecurities Act.

Registration Statement and Proxy Statement. Gold shall, at Gold's expense (abut subject to the terms of Section 11.1 hereinafter) Acquirer as soon as practicable prepare and the Company shall file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Common Stock to be issued in the Merger (the "Registration Statement"). Company, Gold and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in which connection with the Joint special stockholders' meetings of the Company and Gold and to be called for the purpose of considering and voting on the Merger (the "Proxy Statement/Prospectus "). Company, Gold and Sub shall be included. Acquirer each cause their counsel and auditors to cooperate with the other's counsel and auditors in the preparation and filing of the Registration Statement and the Proxy Statement. Gold shall not include in the Registration Statement any information concerning Company or Bank to which Company shall reasonably and timely object in writing. Gold, Sub and Company shall use all commercially their reasonable best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly soon as practicablemay be practicable and thereafter Company and Gold shall distribute the respective Proxy Statement to its stockholders in accordance with applicable laws and the NASDAQ Rules not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its respective stockholders for voting thereon. Acquirer If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Company and Gold shall also take mail or otherwise furnish to its stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in the reasonable opinion of Gold, Sub or the Company, be necessary so that the Proxy Statement, as so amended or supplemented, will contain no untrue statement of any action material fact and will not omit to state any material fact required to be taken stated therein or necessary to make the statement therein, in light of the circumstances under applicable state blue sky which they were made, not misleading, or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection necessary to comply with any action by any applicable law. For a period of them in connection with this Section 7.2(a). (b) If at any time prior to least two years from the Effective Time any event Time, Gold shall occur which is required to be described in make available "adequate current public information" within the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, meaning of and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. paragraph (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered of Rule 144 adopted pursuant to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsSecurities Act.

Registration Statement and Proxy Statement. (a) Acquirer As soon as practicable following the date of this Agreement, Tremont shall prepare and the Company shall file with the SEC as soon as is a preliminary Proxy Statement in form and substance reasonably practicable after satisfactory to each of Valhi and Tremont, and Valhi shall prepare and file with the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file SEC the Registration Statement Statement, in which the Joint Proxy Statement/Prospectus shall Statement will be included. Acquirer Each of Valhi and the Company Tremont shall use all commercially its reasonable commercial efforts to (i) respond to any comments of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Tremont will use its reasonable commercial efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Valhi or Tremont, as the case may be, shall promptly as practicableinform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the stockholders of Tremont such amendment or supplement. Acquirer The Proxy Statement shall, subject to Section 5.3, include the recommendation of the board of directors of Tremont in favor of approval of this Agreement and the transactions contemplated hereby. The Proxy Statement shall also include the Fairness Opinion of the Tremont Financial Advisor. Valhi shall take any action required to be taken under any applicable state securities or "blue sky or securities sky" laws in connection with the issuance of shares of Acquirer the Valhi Common Stock pursuant to this Agreement. Acquirer the Merger, and Tremont shall furnish all information concerning Tremont and the Company shall promptly furnish holders of shares of Tremont Common Stock and rights to each other all information, and take acquire such other actions, shares pursuant to the Tremont Option Plans as may be reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time such action. Valhi will use its reasonable commercial efforts to obtain, prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4Registration Statement, in form reasonably satisfactory all necessary state securities or "blue sky" permits or approvals required to carry out the other party and customary in scope and substance for such letters in connection with similar registration statementstransactions contemplated hereby.

Registration Statement and Proxy Statement. (ai) Acquirer As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC as soon as is reasonably practicable after a proxy statement relating to the date hereof Acquiror Stockholders’ Meeting and the Joint Acquiror Share Redemption (such proxy statement, together with any exhibits, amendments or supplements thereto, the “Proxy Statement/Prospectus ”) and Acquirer (y) Acquiror shall prepare (with the Company’s reasonable cooperation, including causing its Subsidiaries and Representatives to cooperate) and file with the SEC the Registration Statement Statement, in which the Joint Proxy Statement/Prospectus shall Statement will be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Acquiror Class A Common Stock to be issued under this Agreement (collectively, the “Registration Statement Securities”). Acquirer Each of Acquiror and the Company shall use all commercially its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective by under the SEC Securities Act as promptly as practicablepracticable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Acquirer Acquiror shall also take any action required to be taken under applicable state blue sky or securities laws responsible for the payment of all filing and other fees and expenses in connection with the issuance preparation, filing and mailing of shares the Registration Statement and Proxy Statement, as applicable; provided, however, that in the event this Agreement is terminated in accordance with Article XI, the Company shall promptly reimburse Acquiror for 50% of Acquirer Common Stock pursuant all such filing fees and other fees and expenses incurred in connection with the preparation, filing and mailing of the Registration Statement and Proxy Statement, as applicable, prior to this Agreementthe time at which the Agreement is terminated. Acquirer Acquiror also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby, and the Company shall promptly furnish to each other all informationinformation concerning the Company, its Subsidiaries and take such other actions, any of their respective members or stockholders as may be reasonably be requested in connection with any action by any such action. Each of them Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, employees, managers and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement, a Current Report on Form 8‑K pursuant to the Exchange Act in connection with the transactions contemplated by this Section 7.2(aAgreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including NASDAQ) in connection with the Merger and the other transactions contemplated hereby (collectively, the “Offer Documents”). Acquiror will cause the Proxy Statement to be mailed to the Acquiror Stockholders promptly after the Registration Statement is declared effective under the Securities Act and the Proxy Statement is cleared of any comments under the Exchange Act. (bii) To the extent permitted by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Registration Statement has been declared effective or any supplement or amendment to the Registration Statement has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror 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 Registration Statement or the Proxy Statement or for additional information. Each of Acquiror and the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. To the extent permitted by Law, the Company and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and the Registration Statement each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent permitted by Law, Acquiror shall provide the Company and its counsel with (A) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement and the Registration Statement promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in (A) 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 is declared effective under the Securities Act, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, at the date it is first mailed to the Acquiror Stockholders and at the time of the Acquiror 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. (iv) If at any time prior to the Effective Time any event shall occur information relating to the Company, Acquiror or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or Acquiror, which is required or otherwise reasonably desirable to be described set forth in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement to the Registration Statement or the Proxy Statement so that neither such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by lawLaw, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationAcquiror Stockholders. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer As promptly as practicable after the execution of this Agreement, Parent and the Company shall in consultation with each other prepare and file with the SEC as soon as is reasonably practicable after the date hereof Proxy Statement and Parent in consultation with the Joint Proxy Statement/Prospectus Company shall prepare and Acquirer shall file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer Each of Parent and the Company shall use all commercially its reasonable efforts to have the Registration Statement declared effective by as soon as practicable after the SEC as promptly as practicabledate hereof. Acquirer Parent shall also use its reasonable efforts to take any action required to be taken under applicable state securities or "blue sky or securities sky" laws in connection with the issuance of the shares of Acquirer Parent Common Stock pursuant to this AgreementAgreement in the Merger. Acquirer The Company shall furnish Parent with all information concerning the Company and the Company holders of its capital stock and shall promptly furnish to each other all information, and take such other actions, action as Parent may reasonably be requested request in connection with any the Proxy Statement and the Registration Statement and the issuance of shares of Parent Common Stock, and Parent shall furnish the Company with all information concerning Parent and the holders of its capital stock and shall take such other action by any of them as the Company may reasonably request in connection with this Section 7.2(a). (b) the Proxy Statement. If at any time prior to the Effective Time any event shall occur or circumstance relating to Parent, any subsidiary of Parent, the Company, any subsidiary of the Company, or their respective officers or directors, should be discovered by such party which is required to should be described set forth in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall be promptly filed inform the other thereof and take appropriate action in respect thereof. Each of the parties hereto shall cause the Proxy Statement to comply as to form and substance, as to such party, in all material respects with the SEC andapplicable requirements of (i) the Exchange Act, as required by law(ii) the Securities Act, disseminated to (iii) the stockholders rules and regulations of Acquirer and the Company; provided that no Exchange. No amendment or supplement to the Joint Proxy Statement/Prospectus Statement or the Form S-4 will Registration Statement shall be made by Acquirer or the Company without the approval of Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, however, that the consent of Parent shall not be required to amend or supplement the Proxy Statement to reflect the withdrawal of the recommendation of Company's Board of Directors that Company's stockholders vote in favor of the approval of this Agreement and/or the recommendation that Company's stockholders approve a Superior Proposal. Each of the parties hereto shall advise the other party. To the extent applicable, each of Acquirer and the Company will advise the otherparties hereto, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the shares of Acquirer Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus Statement or the Form S-4 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer As promptly as reasonably practicable after the execution of this Agreement, Acquiror and the Company (the “Co-Registrants”) shall jointly prepare and the Co-Registrants shall file with the SEC as soon as is reasonably practicable after a registration statement on Form S-4 (together with all amendments thereto, the date hereof “Registration Statement”) registering the Joint Proxy Statement/Prospectus and Acquirer shall file Acquiror Common Stock to be issued in the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer Reorganization Merger and the Company shall use all commercially reasonable efforts to have Acquisition Merger Consideration for offer and sale under the Registration Statement declared effective by the SEC as promptly as practicableSecurities Act. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws Any Acquiror Common Stock issued in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all informationMerger will be registered on Form S-4, and take any Acquiror Shareholder that does not participate in the Acquiror Shareholder Redemption (“Continuing Shareholders”) and Acquiror will enter into a customary registration rights agreement providing the Continuing Shareholders with customary shelf, piggyback and demand registration rights. The Registration Statement shall include a proxy statement/prospectus in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be filed by the Acquiror on Schedule 14A and used for soliciting proxies from holders of Acquiror Class A Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. The Co-Registrants will provide each other, as promptly as reasonably practicable, with such specific information concerning each the Co-Registrant, including but not limited to financial statements, corporate structure and any other actionsrelevant business information, as may reasonably be requested necessary for the inclusion in the Registration Statement, Proxy Statement and Other Filings (as defined below) to comply with all applicable provisions of rules and regulations under the Securities Act, the Exchange Act, the Companies Act and the DGCL in connection with the preparation, filing and distribution of the Registration Statement and Proxy Statement and the solicitation of proxies thereunder, the calling and holding of the Special Meeting and the preparation and filing of the Other Filings. The information relating to any action Company Entity furnished by any or on behalf of them the Company in connection with this Section 7.2(a). writing expressly for inclusion in such filings will not, (bi) If at any time prior in the case of the Registration Statement and the Proxy Statement, as of (A) the Registration Statement Effectiveness Date, (B) the date of mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (C) the date and time of the Special Meeting or (D) the Reorganization Effective Time or the Acquisition Effective Time or (ii) in the case of any event shall occur Other Filing, on the date of its filing, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be described stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which they were made, not false or misleading. Without limiting the foregoing, Acquiror will use its best efforts to ensure that (i) the Registration Statement and Proxy Statement do not, as of (A) the Registration Statement Effectiveness Date, (B) the date of mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (C) the date and time of the Special Meeting or (D) the Reorganization Effective Time or the Acquisition Effective Time and (ii) any Other Filing does not, as of the date of its filing, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the Joint light of the circumstances under which they were made, not false or misleading. Whenever any information is discovered or event occurs which would reasonably be expected to result in the Registration Statement or Proxy Statement/Prospectus Statement containing any untrue statement of a material fact or Form S-4omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Acquiror or the Company, as the case may be, will promptly inform the other Party of such event shall be so described, occurrence and an amendment or supplement shall be promptly filed cooperate in Acquiror filing with the SEC andor its staff or any other Governmental Authority, as required by lawand/or mailing to Acquiror Shareholders, disseminated to the stockholders of Acquirer and the Company; provided that no an amendment or supplement to the Joint Registration Statement or Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party, as applicable. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company The Co-Registrants shall each use all their commercially reasonable efforts to (1) cause the Registration Statement and Proxy Statement and Other Filings to, when filed with the SEC, comply in all material respects with all legal requirements applicable thereto, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement, (3) cause all comments from the SEC on the Registration Statement and Proxy Statement to be delivered cleared as promptly as practicable and (4) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Any fees relating to the other a comfort letter of its independent auditors, dated a date within two business days filing of the effective date of Registration Statement or the Form S-4, in form reasonably satisfactory to Proxy Statement shall be borne by the other party and customary in scope and substance for such letters in connection with similar registration statementsCompany.

Registration Statement and Proxy Statement. (a) Acquirer As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and file with the SEC as soon as is a preliminary joint proxy statement in form and substance reasonably practicable after satisfactory to each of Parent and the date hereof Company and Parent shall prepare and file with the Joint Proxy SEC a registration statement on Form S-4 (the "Registration Statement/Prospectus and Acquirer shall file the Registration Statement "), in which the Joint Proxy Statement/Prospectus shall joint proxy statement will be includedincluded as part of a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares and Parent Liberty Tracking Shares issuable upon conversion of the Shares (and any securities convertible into or exchangeable for Shares) and the other transactions contemplated hereby. Acquirer Each of Parent and the Company shall use all commercially its reasonable best efforts to respond to any comments of the SEC, to have the Registration Statement to be declared effective as promptly as practicable after such filing and to cause the Proxy Statement approved by the SEC as to be mailed to the Company's stockholders at the earliest practicable time. The Company and Parent will notify the other party promptly as practicableof the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other governmental officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing or for additional information, and will supply the other with copies of all correspondence between it and any of its representatives, on the one hand, and the SEC, or its staff or any other governmental officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Restructuring, the Merger or any other filing relating thereto. Acquirer The Proxy Statement, the Registration Statement and such other filings shall also take comply in all material respects with all 57 applicable requirements of law. Whenever any action event occurs which is required to be taken under applicable state blue sky set forth in an amendment or securities laws supplement to the Proxy Statement, the Registration Statement or any other filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. The Company and Parent each shall promptly provide the other (or its counsel) copies of all filings made by it with any Governmental Body in connection with this Agreement and the transactions contemplated hereby. Each party hereto agrees to cooperate reasonably with each other party in connection with the issuance preparation and filing of shares of Acquirer Common Stock pursuant the Registration Statement, including providing information to this Agreement. Acquirer and the Company shall promptly furnish other party with respect to each other all information, and take such other actions, itself as may be reasonably be requested required in connection with any action by any of them in connection with this Section 7.2(a)therewith. (b) If at any time prior The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger except to the Effective Time any event extent the Board of Directors of the Company shall occur which is required to be described in have withdrawn or modified its approval or recommendation of this Agreement or the Joint Proxy Statement/Prospectus Merger as permitted by Section 7.2(b) or Form S-4, such event shall be so described7.3(a), and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to recommendation of the stockholders Board of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the Directors of Parent in favor of approval of the other party. To issuance of Parent Shares in the Merger and the Parent Charter Amendment, except to the extent applicable, each the Board of Acquirer and the Company will advise the other, promptly after it receives notice thereof, Directors of the time when the Form S-4 has become effective Parent shall have withdrawn or any supplement modified its approval or amendment has been filed, recommendation of the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable Parent Shares in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests Parent Charter Amendment as permitted by the SEC for additional information. (c) Acquirer and the Section 7.3(a). The Company shall each use all commercially its reasonable best effort to cause the Proxy Statement to be mailed to its stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement to be delivered mailed to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4stockholders, in form reasonably satisfactory to each case as promptly as practicable after the other party and customary in scope and substance for such letters in connection with similar registration statementsRegistration Statement becomes effective.

Registration Statement and Proxy Statement. (a) Acquirer As soon as reasonably practicable after the execution of this Agreement, Parent, Liberty and the Company shall cooperate in the preparation of, and the Company shall file confidentially with the SEC as soon as is Commission, a preliminary proxy statement in form and substance reasonably practicable after satisfactory to each of Parent, Liberty and the date hereof Company, and following resolution of comments, if any, of the Joint Proxy Statement/Prospectus Commission on the preliminary proxy statement, Liberty and Acquirer Parent shall prepare and Parent shall file with the Commission a registration statement on Form S-4 (the "Registration Statement in which Statement"), containing a form of prospectus that includes such proxy statement (as amended or supplemented, if applicable) registering under the Joint Proxy Statement/Prospectus shall be includedSecurities Act the issuance of the shares of Class A Liberty Group Stock issuable upon conversion of Company Common Stock pursuant to the Merger. Acquirer Each of Parent, Liberty and the Company shall use all commercially reasonable efforts to respond to any comments of the Commission, to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required practicable after such filing and to cause the proxy statement as filed with the Commission and as thereafter amended or supplemented to be taken under applicable state blue sky approved by the Commission and mailed to the Company's stockholders at the earliest practicable time (such proxy statement in the definitive form mailed to the Company's stockholders, as thereafter amended or securities laws in connection with supplemented, being referred to as the issuance of shares of Acquirer Common Stock pursuant to this Agreement"Proxy Statement"). Acquirer The Company and the Company shall promptly furnish to Parent will notify each other all party promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing or for additional information, and take such will supply the other actions, as may reasonably be requested in connection parties with any action by copies of all correspondence between it and any of them in connection its representatives, on the one hand, and the Commission or its staff or any other governmental officials on the other hand, with this Section 7.2(a). (b) If at any time prior respect to the Effective Time Registration Statement, the Proxy Statement, the Merger or any filing with the Commission relating thereto. Whenever a party becomes aware of any event shall occur which is required to be described set forth in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Registration Statement, the Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective Statement or any supplement or amendment has been filed, other filing with the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable Commission in connection with this Agreement or the Merger for offering transactions contemplated hereby, such party shall promptly inform the other parties of such occurrence and cooperate in the prompt filing with the Commission or sale in any jurisdiction, its staff or any request by the SEC for amendment other governmental officials, and/or mailing to stockholders of the Joint Proxy Statement/Prospectus Company, of such amendment or supplement which shall comply in all material respects with the Form S-4 or comments thereon and responses thereto or requests by provisions of the SEC for additional information. (c) Acquirer Securities Act and the Company Exchange Act. The Company, and Parent and Liberty, each shall each use all commercially reasonable efforts to cause to be delivered to promptly provide the other a comfort letter (or its counsel) copies of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other all filings made by such party and customary in scope and substance for such letters with any Governmental Entity in connection with similar registration statementsthis Agreement or the transactions contemplated hereby.

Registration Statement and Proxy Statement. 1. Each of Fifth Third and CNB Bancshares agree to cooperate in the preparation of a registration statement on Form S-4 (athe "Registration Statement") Acquirer to be filed by Fifth Third with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of CNB Bancshares constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Company Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third and CNB Bancshares agree to each use their best efforts to enable CNB Bancshares to file the Proxy Statement in preliminary form with the SEC within sixty (60) days of the date hereof and CNB Bancshares agrees to furnish the preliminary Proxy Statement in draft form for comments to Fifth Third at least 5 days prior to the anticipated filing. Unless Fifth Third elects to file the Registration Statement sooner, Fifth Third agrees to file the Registration Statement with the SEC as soon as is reasonably practicable after any SEC comments with respect to the date hereof preliminary Proxy Statement are resolved. Each of Fifth Third and CNB Bancshares shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the Joint Proxy Statement/Prospectus and Acquirer shall file SEC with respect to the Registration Statement in which and the Joint Proxy Statement/Prospectus shall be included. Acquirer , as the case may be, to the other party, and advise the Company shall use all commercially reasonable efforts other party of any oral comments with respect to have the Registration Statement or the Proxy Statement received from the SEC. Each of Fifth Third and CNB Bancshares agrees to use reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as practicablereasonably practicable after filing thereof. Acquirer shall As promptly as possible after the Registration Statement is declared effective, CNB Bancshares agrees to mail the Proxy Statement to its shareholders. Fifth Third also take any action agrees to use reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by the Agreement. CNB Bancshares agrees to furnish to Fifth Third all information concerning CNB Bancshares, its Subsidiaries, officers, directors and stockholders as may be taken under applicable state blue sky or securities laws reasonably requested in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a)foregoing. (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. Gold Banc shall, at Gold Banc's expense, as soon as practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger and the Bank Merger (a) Acquirer the "Registration Statement"). The Company and Gold Banc shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special shareholders' meetings of the Company, the Bank, Gold Banc and Gold Bank to be called for the purpose of considering and voting on the Merger and the Bank Merger (the "Proxy Statement"). The Company, the Bank, Gold Banc and Gold Bank shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Gold Banc shall not include in the Registration Statement any information concerning the Company or the Bank to which the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement timely object in which the Joint Proxy Statement/Prospectus shall be includedwriting. Acquirer Gold Banc and the Company shall use all commercially their reasonable best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly soon as practicablemay be practicable and thereafter each of the Company and the Bank shall distribute the Proxy Statement to its shareholders in accordance with applicable laws not fewer than twenty (20) business days prior to the date on which this Agreement or the Bank Merger Agreement is to be submitted to its shareholders for voting thereon. Acquirer If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Gold Banc shall also take prepare and file such amendments or supplements to the Registration Statement and the Proxy Statement and the Company and the Bank shall mail or otherwise furnish to its shareholders such amendments or supplements to the Proxy Statement as may, in the reasonable opinion of Gold Banc or the Company, be necessary so that the Proxy Statement, as so amended or supplemented, will contain no untrue statement of any action material fact and will not omit to state any material fact required to be taken stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or as may be necessary to comply with applicable state blue sky or securities laws in connection with law. Gold Banc shall not be required to maintain the issuance effectiveness of shares the Registration Statement after delivery of Acquirer the Gold Banc Common Stock issued pursuant to this Agreement. Acquirer the Merger and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action Bank Merger for the purpose of resale of Gold Banc Common Stock by any Person. For a period of them in connection with this Section 7.2(a). (b) If at any time prior to least two years from the Effective Time any event Time, Gold Banc shall occur which is required to be described in make available "adequate current public information" within the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, meaning of and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. paragraph (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered of Rule 144 adopted pursuant to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statementsSecurities Act.

Registration Statement and Proxy Statement. (a) Acquirer Sema will prepare and the Company shall file with the SEC as soon as is reasonably practicable after the date hereof of this Agreement a registration statement on Form F-4 relating to the Joint Sema ADS's to be issued as a result of the Merger (the "Sema Registration Statement") and (together with the Depositary) a registration statement on Form F-6 (the ""Form F-6") relating to the Sema ADS's. The Sema Registration Statement will include a proxy statement (the "Proxy Statement/Prospectus") of the Company relating to its Merger Shareholders Meeting. Sema and the Company will cooperate to provide all information which is required to be included in the Sema Registration Statement or in the Proxy Statement/Prospectus and Acquirer shall file in a timely manner so the Sema Registration Statement in which can be filed with the Joint SEC as soon as reasonably practicable. Sema will cause the Sema Registration Statement and the Form F-6, and the Company will cause the Proxy Statement/Prospectus shall be includedProspectus, to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules under them. Acquirer Sema will use its best efforts, and the Company shall use all commercially reasonable efforts will cooperate with Sema, to have cause the Sema Registration Statement and the Form F-6 to be declared effective by the SEC as promptly as practicablepracticable after it is filed (including without limitation, responding to any comments received from the staff of the SEC with respect to the Sema Registration Statement or the Proxy Statement/Prospectus) and to keep the Sema Registration Statement and the Form F-6 effective as long as is necessary to consummate the Merger. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance Each of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer Sema and the Company shall promptly furnish to each other all information, and take such other actionswill, as may reasonably be requested in connection with any action by any promptly as practicable, provide to the other of them in connection copies of any written comments received from the SEC with this Section 7.2(a). (b) If at any time prior regard to the Effective Time any event shall occur which is required to be described in Sema Registration Statement or the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed will advise the other of them of any comments with the SEC and, as required by law, disseminated respect to the stockholders of Acquirer and Sema Registration Statement or the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or which are received orally from the Form S-4 will be made by Acquirer or the Company without the approval staff of the other partySEC. To the extent applicable, each of Acquirer and the Company Sema will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.its

Registration Statement and Proxy Statement. (a) Acquirer Summa and Calnetics shall cooperate in preparing the Company shall file with the SEC as soon as is reasonably practicable after the date hereof Registration Statement (including any amendments or supplements thereto) and the Joint Proxy Statement/Prospectus to be included therein and Acquirer each shall furnish to the other for inclusion therein all such information relating to it as the other party or its counsel reasonably requests. Summa shall file the Registration Statement in which with the Joint Proxy Statement/Prospectus shall be included. Acquirer Commission promptly after completion, and the Company Summa and Calnetics shall use all commercially reasonable efforts to respond to any comments of the Commission staff and to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required practicable and, thereafter, to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take maintain such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to effectiveness through the Effective Time any event shall occur which is required Time. Summa agrees to be described in provide to Calnetics the Joint Proxy opportunity to review and comment on the Registration Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no each amendment or supplement to the Joint Proxy Registration Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer responsive correspondence to be sent to the Commission, and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment each form of the Joint Proxy Statement/Prospectus within a reasonable time before filing, and agrees not to file any such documents without Calnetics' consent. Summa shall (i) include in the Registration Statement and each amendment and supplement information relating to Calnetics, its business and financial condition only as authorized by Calnetics, and (ii) promptly provide to Calnetics (b) Calnetics and Summa shall not furnish to their respective shareholders any proxy materials relating to this Agreement or the Form S-4 Merger until the Registration Statement has become effective. Calnetics and Summa each shall mail to its shareholders (i) as promptly as practicable after the Registration Statement becomes effective, the Joint Proxy Statement/Prospectus (the date of such mailing hereinafter being referred to as the "Mailing Date"), (ii) as promptly as practicable after receipt thereof, any supplemental or comments thereon amended Joint Proxy Statement/Prospectus, and responses (iii) such other supplementary proxy materials as may be necessary, in light of the circumstances arising after the mailing of the Joint Proxy Statement/Prospectus, to make the Joint Proxy Statement/Prospectus, as theretofore supplemented or amended, complete and correct. The Joint Proxy Statement/Prospectus and all amendments and supplements thereto or requests by the SEC for additional informationshall comply with applicable law and shall be in form and substance satisfactory to Summa and Calnetics. (c) Acquirer Summa and the Company Calnetics each shall each use all commercially reasonable efforts to cause to be delivered to advise the other a comfort letter of its independent auditorsif, dated a date within two business days of at any time before the effective date of the Form S-4Registration Statement, the date of the special meeting of Calnetics Shareholders to be held pursuant to Section 8.6 hereof, the date of the special meeting of Summa Shareholders to be held pursuant to Section 8.7 hereof, or the Effective Time, the Registration Statement or the Joint Proxy Statement/Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in form reasonably satisfactory to the light of the circumstances under which they were made, not misleading. In such event, Summa or Calnetics, as the case may be, shall provide the other party and customary in scope and substance for with the information needed to correct such letters in connection with similar registration statementsmisstatement or omission.

Registration Statement and Proxy Statement. (a) Acquirer COFI agrees to promptly prepare a registration statement on Form S-4 (the "Registration Statement") which, subject to compliance by Alliance with Sections 6.03(b) and (c), will comply in all material respects with applicable federal securities laws. The Registration Statement is to be filed by COFI with the SEC in connection with the issuance of COFI Common Stock in the Company Merger (including the proxy statement and prospectus and other proxy solicitation materials of Alliance constituting a part thereof (the "Proxy Statement") and all related documents). Alliance agrees to cooperate, and to cause its Subsidiaries, its counsel and its accountants to cooperate, with COFI, its counsel and its accountants, in preparation of the Registration Statement and the Company Proxy Statement; and provided that Alliance and its Subsidiaries have cooperated as required above, COFI agrees to file the Registration Statement (or the form of the Proxy Statement) in preliminary form with the SEC as promptly as reasonably practicable and shall use reasonable best efforts to cause such filing to occur within 60 days after execution of this Agreement. If COFI files the Proxy Statement in preliminary form, it agrees to file the Registration Statement with the SEC as soon as is reasonably practicable after any SEC comments with respect to the date hereof the Joint preliminary Proxy Statement/Prospectus Statement are resolved. Each of Alliance and Acquirer shall file COFI agrees to use all reasonable efforts to cause the Registration Statement in which to be declared effective under the Joint Proxy Statement/Prospectus shall be includedSecurities Act as promptly as reasonably practicable after filing thereof. Acquirer and the Company shall COFI also agrees to use all commercially reasonable efforts to have obtain, prior to the effective date of the Registration Statement declared effective by Statement, all necessary state securities law or "Blue Sky" permits and approvals required for the SEC issuance of COFI Common Stock in the Company Merger. Alliance agrees to furnish to COFI all information concerning Alliance, its Subsidiaries, officers, directors and shareholders as promptly as practicable. Acquirer shall also take any action required to may be taken under applicable state blue sky or securities laws reasonably requested in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a)foregoing. (b) If Each of Alliance and COFI agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to Alliance shareholders and at the time of the Alliance Meeting, 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 any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Alliance and COFI further agrees that if it shall become aware prior to the Effective Time Date of any event shall occur which is required information furnished by it that would cause any of the statements in the Proxy Statement to be described in false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the Joint statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated . (c) COFI agrees to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the otherAlliance, promptly after it COFI receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, order or the suspension of the qualification of the shares of Acquirer COFI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Joint Proxy Statement/Prospectus Registration Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (cd) Acquirer and At the Company request of COFI, Alliance shall each use all commercially reasonable efforts employ a professional proxy solicitor to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, assist it in form reasonably satisfactory to the other party and customary in scope and substance for such letters contacting shareholders in connection with similar registration statementssoliciting votes for the adoption of this Agreement at the Alliance Meeting.

Registration Statement and Proxy Statement. (a) Acquirer Metrocall and the Company Arch shall promptly prepare and file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus Prospectus, and Acquirer Metrocall, Arch and Parent shall prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement/Prospectus shall be includedincluded as a Prospectus) as promptly as practicable. Acquirer Metrocall and the Company Arch each shall use all commercially use, and shall cause Parent to use, its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable (including by responding promptly to any comments made by the SEC as with respect thereto), and promptly as practicablethereafter mail the Joint Proxy Statement/Prospectus to the stockholders of Metrocall and Arch. Acquirer Metrocall and Arch each shall also take any action use, and shall cause Parent to use, its reasonable best efforts to obtain prior to the effective date of the Registration Statement all necessary state securities law or "blue sky" permits and approvals required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer Merger and the Company Transactions and will pay all expenses incident thereto. Each party shall promptly furnish notify the other of the receipt of the comments of the SEC and of any requests by the SEC for amendments or supplements to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event the Registration Statement or for additional information and shall be so described, promptly supply one another with copies of all correspondence between any of them (or their representatives) and an the SEC (or its staff) with respect thereto. Each of the Companies shall provide the other with a reasonable opportunity to review and comment on any amendment or supplement shall be promptly filed to the Registration Statement and the Joint Proxy Statement/Prospectus prior to filing such with the SEC andSEC. If, as required by law, disseminated at any time prior to the stockholders of Acquirer and Metrocall Stockholders Meeting or the Company; provided that no Arch Stockholders Meeting, any event shall occur relating to or affecting Metrocall, Arch, or their respective officers or directors, which event should be described in an amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will Registration Statement, the parties shall promptly inform one another and shall cooperate in promptly preparing, filing and clearing with the SEC and, if required by applicable securities laws, mailing to the stockholders of Metrocall or Arch, as the case may be, such amendment or supplement. Arch and Metrocall shall cause Parent to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable federal or state securities laws in connection with the issuance of the Parent Common Stock pursuant to the Transactions. (b) Metrocall and Arch each shall, and shall cause Parent to, upon request by the other party, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the Registration Statement or any other statement, filing, notice or application made by Acquirer by, or on behalf of, Metrocall, Arch, Parent or any of their respective Subsidiaries to any third party and/or any governmental authority in connection with the Company without Merger and the Transactions. (c) Prior to the date of approval of the other party. To the extent applicableMerger by their respective stockholders, each of Acquirer Arch and Metrocall shall, and shall cause Parent to, correct promptly any information provided by it to be used specifically in the Company Joint Proxy Statement/Prospectus and Registration Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement so as to correct the same and to cause the Joint Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of Arch and Metrocall, in each case to the extent required by applicable law. (d) Metrocall and Arch each shall, with respect to audited financial statements, pro-forma financial statements or other financial statements or other reports provided by any auditor or other expert for inclusion in any Metrocall SEC Report or Arch SEC Report, respectively, upon request by the other party, use their commercially reasonable efforts to obtain without cost to such requesting party, a consent letter from such auditor or expert addressed to the requesting party to use such auditor's or expert's name and include such statements or reports in any Arch SEC Report or Metrocall SEC Report, as applicable, to be filed by the requesting party. (e) Each of the Companies will advise the other, other promptly after it receives notice or otherwise becomes aware thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filedeffective, the issuance of any stop order, or the suspension of the qualification of the shares of Acquirer Parent Common Stock issuable in connection with the Merger Mergers for offering or sale in any jurisdiction. (f) Notwithstanding any other provision in this Agreement to the contrary, no amendment or any request supplement (including by the SEC for amendment of incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement shall be made without the approval of both Companies, which approval shall not be unreasonably withheld or comments thereon and responses thereto delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or requests by the SEC for additional information. (c) Acquirer and the Company Joint Proxy Statement/Prospectus, this right of approval shall each use all commercially reasonable efforts apply only with respect to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory information relating to the other party or its business, financial condition or results of operations; provided, further, that Arch or Metrocall may amend or supplement the Joint Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a change in its recommendation made in accordance with Section 5.2, and customary in scope such event, the right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and substance shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Joint Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) to the extent it contains (i) a change, in accordance with Section 5.2, in the recommendation of the Board of Directors of Arch or Metrocall, as applicable, with respect to the transactions contemplated by this Agreement (as the case may be), (ii) a statement of the reasons of the Board of Directors of Arch or Metrocall (as the case may be) for making such letters change in connection with similar registration statementsits recommendation and (iii) additional information reasonably related to the foregoing.

Registration Statement and Proxy Statement. 1. Each of Fifth Third and Peoples Bank Corporation agrees to cooperate in the preparation of a registration statement on Form S-4 (athe "Registration Statement") Acquirer and the Company shall file to be filed by Fifth Third as promptly as reasonably practicable with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Fifth Third Common Stock pursuant in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Peoples Bank Corporation constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as to this form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Fifth Third and Peoples Bank Corporation shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement and the Proxy Statement, as the case may be, to the other party, and advise the other party of any oral comments with respect to the Registration Statement or the Proxy Statement received from the SEC. Each of Fifth Third and Peoples Bank Corporation agrees to use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. As promptly as possible after the Registration Statement is declared effective, Peoples Bank Corporation agrees to mail the Proxy Statement to its shareholders in accordance with the directions and under the supervision of Fifth Third. Fifth Third also agrees to use reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by the Agreement. Acquirer and the Company shall promptly Peoples Bank Corporation agrees to furnish to each other Fifth Third all informationinformation concerning Peoples Bank Corporation, its Subsidiaries, officers, directors and take such other actions, stockholders as may be reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a)the foregoing. 2. Each of Fifth Third and Peoples Bank Corporation agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (bi) If the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any time prior untrue statement of a material fact or omit to the Effective Time state any event shall occur which is material fact required to be described in stated therein or necessary to make the Joint statements therein not misleading and (ii) the Proxy Statement/Prospectus or Form S-4, such event shall be so described, Statement and an any amendment or supplement shall be promptly filed with thereto will, at the SEC and, as required by law, disseminated date of mailing to shareholders and at the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval time of the other partyPeoples Bank Corporation shareholder meeting to approve the Merger, 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 in which they were made, not misleading. 3. To the extent applicable, each of Acquirer and the Company will Fifth Third agrees to advise the otherPeoples Bank Corporation, promptly after it Fifth Third receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, order or the suspension of the qualification of the shares of Acquirer Fifth Third Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Joint Proxy Statement/Prospectus Registration Statement or the Form S-4 or comments thereon and responses thereto or requests for additional information. Peoples Bank Corporation agrees to advise Fifth Third of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.

Registration Statement and Proxy Statement. (a) Acquirer As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and file with the SEC as soon as is a preliminary joint proxy statement in form and substance reasonably practicable after satisfactory to each of Parent and the date hereof Company and Parent shall prepare and file with the Joint Proxy SEC a registration statement on Form S-4 (the "Registration Statement/Prospectus and Acquirer shall file the Registration Statement "), in which the Joint Proxy Statement/Prospectus shall joint proxy statement will be includedincluded as part of a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares and Parent Liberty Tracking Shares issuable upon conversion of the Shares (and any securities convertible into or exchangeable for Shares) and the other transactions contemplated hereby. Acquirer Each of Parent and the Company shall use all commercially its reasonable best efforts to respond to any comments of the SEC, to have the Registration Statement to be declared effective as promptly as practicable after such filing and to cause the Proxy Statement approved by the SEC as to be mailed to the Company's stockholders at the earliest practicable time. The Company and Parent will notify the other party promptly as practicableof the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other governmental officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing or for additional information, and will supply the other with copies of all correspondence between it and any of its representatives, on the one hand, and the SEC, or its staff or any other governmental officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Restructuring, the Merger or any other filing relating thereto. Acquirer The Proxy Statement, the Registration Statement and such other filings shall also take comply in all material respects with all applicable requirements of law. Whenever any action event occurs which is required to be taken under applicable state blue sky set forth in an amendment or securities laws supplement to the Proxy Statement, the Registration Statement or any other filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. The Company and Parent each shall promptly provide the other (or its counsel) copies of all filings made by it with any Governmental Body in connection with this Agreement and the transactions contemplated hereby. Each party hereto agrees to cooperate reasonably with each other party in connection with the issuance preparation and filing of shares of Acquirer Common Stock pursuant the Registration Statement, including providing information to this Agreement. Acquirer and the Company shall promptly furnish other party with respect to each other all information, and take such other actions, itself as may be reasonably be requested required in connection with any action by any of them in connection with this Section 7.2(a)therewith. (b) If at any time prior The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger except to the Effective Time any event extent the Board of Directors of the Company shall occur which is required to be described in have withdrawn or modified its approval or recommendation of this Agreement or the Joint Proxy Statement/Prospectus Merger as permitted by Section 7.2(b) or Form S-4, such event shall be so described7.3(a), and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to recommendation of the stockholders Board of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the Directors of Parent in favor of approval of the other party. To issuance of Parent Shares in the Merger and the Parent Charter Amendment, except to the extent applicable, each the Board of Acquirer and the Company will advise the other, promptly after it receives notice thereof, Directors of the time when the Form S-4 has become effective Parent shall have withdrawn or any supplement modified its approval or amendment has been filed, recommendation of the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable Parent Shares in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests Parent Charter Amendment as permitted by the SEC for additional information. (c) Acquirer and the Section 7.3(a). The Company shall each use all commercially its reasonable best effort to cause the Proxy Statement to be mailed to its stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement to be delivered mailed to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4stockholders, in form reasonably satisfactory to each case as promptly as practicable after the other party and customary in scope and substance for such letters in connection with similar registration statementsRegistration Statement becomes effective.

Registration Statement and Proxy Statement. (a) Acquirer As promptly as reasonably practicable after the execution of this Agreement, Acquiror and the Company shall jointly prepare and Pubco shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) registering the Equity Securities of Pubco to be issued in the Reorganization Merger and the Acquisition Merger Consideration for offer and sale under the Securities Act. The Registration Statement shall include a proxy statement/prospectus in connection with the Transactions (as soon as is reasonably practicable after amended or supplemented, the date hereof the Joint “Proxy Statement/Prospectus ”) to be filed by the Acquiror on Schedule 14A and Acquirer shall file used for soliciting proxies from holders of Acquiror Class A Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. The Company will provide Acquiror, as promptly as reasonably practicable, with such information concerning the Company as may be necessary for the information concerning the Company in the Registration Statement, Proxy Statement and Other Filings (as defined below) to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act, the Companies Act and the DGCL in connection with the preparation, filing and distribution of the Registration Statement and Proxy Statement and the solicitation of proxies thereunder, the calling and holding of the Special Meeting and the preparation and filing of the Other Filings. The information relating to the Company furnished by or on behalf of the Company in which writing expressly for inclusion in such filings will not, (i) in the Joint case of the Registration Statement and the Proxy Statement/Prospectus shall , as of (A) the Registration Statement Effectiveness Date, (B) the date of mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (C) the date and time of the Special Meeting or (D) the Reorganization Effective Time or the Acquisition Effective Time, or (ii) in the case of any Other Filing, on the date of its filing, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be includedstated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which they were made, not false or misleading. Acquirer and Without limiting the Company shall foregoing, Acquiror will use all commercially reasonable efforts to have ensure that (A) the Registration Statement declared effective and Proxy Statement do not, as of (I) the Registration Statement Effectiveness Date, (II) the date of mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (III) the date and time of the Special Meeting, or (IV) the Reorganization Effective Time, the Acquisition Effective Time or the Acquisition Effective Time, and (B) any Other Filing does not, as of the date of its filing, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading (provided that Acquiror will not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by the SEC as promptly as practicableexpressly for inclusion in Registration Statement and Proxy Statement). Acquirer shall also take Whenever any action required information is discovered or event occurs which would reasonably be expected to be taken result in the Registration Statement or Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under applicable state blue sky which they were made, not misleading, Acquiror or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actionsCompany, as the case may reasonably be requested be, will promptly inform the other Party of such occurrence and cooperate in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed Acquiror filing with the SEC andor its staff or any other Governmental Authority, as required by law, disseminated and/or mailing to the stockholders of Acquirer and the Company; provided that no Acquiror, an amendment or supplement to the Joint Registration Statement or Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval , as applicable. Each of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company Parties shall each use all its commercially reasonable efforts to (1) cause the Registration Statement and Proxy Statement and Other Filings to, when filed with the SEC, comply in all material respects with all legal requirements applicable thereto, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement, (3) cause all comments from the SEC on the Registration Statement and Proxy Statement to be delivered cleared as promptly as practicable and (4) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Neither Pubco nor Acquiror shall file the Registration Statement, Proxy Statement, Other Filing or any amendment or supplement thereto or any other document proposed to be filed in connection therewith with the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. Any filing fees relating to the other a comfort letter of its independent auditors, dated a date within two business days filing of the effective date of Registration Statement or the Form S-4, in form reasonably satisfactory to Proxy Statement shall be borne by the other party and customary in scope and substance for such letters in connection with similar registration statementsCompany.