Common use of Registration Statement; Proxy Statement Clause in Contracts

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Registration Statement, in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Statement or any amendments or supplements thereto are filed with the SEC, at the time the Proxy Statement or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time of the Parent Stockholder 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. The Company covenants and agrees that the information provided by or on behalf of the Company or its Representatives to Parent for inclusion in the Registration Statement (including the Company’s audited financial statements for the fiscal years ended 2022 and 2021 or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each of the Parties shall use its reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opinion, including (i) delivering to ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. (“Mintz”) and ▇▇▇▇▇▇ LLP (“Cooley”) prior to the filing of the Registration Statement, customary Tax representation letters satisfactory to such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinions, customary Tax representation letters satisfactory to such counsel. Each of the Parties shall use its reasonable best efforts not to, and not permit any Affiliate to, take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to counsel in the tax representation letters described in this Section 5.1(c). For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, The information to be supplied by Parent Bank and Parent shall cause for inclusion in the registration statement relating to Parent Common Stock to be filed with issued pursuant to this Agreement (the SEC, the “Registration Statement, in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith”) will not, at the time that the Proxy Registration Statement or any amendments or supplements thereto are filed with the SEC, at the time the Proxy Statement or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time of the Parent Stockholder Meetingis declared effective, 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 thereintherein not misleading. The information to be supplied in writing by Parent Bank and Parent for inclusion in the prospectus/proxy statement (“Proxy Statement”) in connection with the Company Shareholders’ Meeting (as defined in Section 1.4(e)) will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company shareholders, and at the time of the Company Shareholders’ Meeting, contain any statement that, in light of the circumstances under which they were it is made, not misleading. The Company covenants and agrees that the information provided by will be false or on behalf of the Company misleading with respect to any material fact, or its Representatives to Parent for inclusion in the Registration Statement (including the Company’s audited financial statements for the fiscal years ended 2022 and 2021 or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading, or will omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders’ Meeting that has become false or misleading. If, at any time prior to the Company Shareholders’ Meeting, any event relating to Parent Bank, Parent or any of their affiliates, officers or directors is discovered by Parent Bank or Parent that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Parent Bank or Parent will promptly inform Company and such information not misleadingamendment or supplement will be promptly filed with the SEC and, as required by law, promptly disseminated to Company shareholders. Notwithstanding the foregoing, Parent makes Bank and Parent make no covenant, representation or warranty with respect to statements made any information supplied in writing by Company, Company Bank or any of their affiliates or their directors and officers for inclusion in and that is contained in the Registration Statement (or the Proxy Statement. The Proxy Statement and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty Registration Statement will (with respect to statements made in the Registration Statement (Parent Bank and Parent and the letter Parent Subsidiaries and their respective affiliates and officers) comply in all material respects as to stockholders, notice of meeting form and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof substance with the SEC, and on the response to any comments requirements of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy StatementSecurities Act, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirementsthereunder. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each of the Parties shall use its reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opinion, including (i) delivering to ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. (“Mintz”) and ▇▇▇▇▇▇ LLP (“Cooley”) prior to the filing of the Registration Statement, customary Tax representation letters satisfactory to such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinions, customary Tax representation letters satisfactory to such counsel. Each of the Parties shall use its reasonable best efforts not to, and not permit any Affiliate to, take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to counsel in the tax representation letters described in this Section 5.1(c). For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Subject to the date accuracy of this Agreementthe representations contained in SECTION 5.17, the Parties shall prepare, information supplied by the Buyer and Parent shall cause to be filed with the SEC, the Registration Statement, its subsidiaries for inclusion in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will shall not, at the time that the Proxy Registration Statement or (including any amendments or supplements thereto are filed with thereto) is declared effective by the SEC, at the time the Proxy Statement or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary in order to make the statements made therein not misleading. The information supplied by the Buyer and its subsidiaries for inclusion in the Proxy Statement will not, on the date the Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholder Meeting and at the Effective Time, contain any untrue statement 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 Company covenants and agrees If at any time prior to the Effective Time any event relating to the Buyer or the Buyer Bank or any of their affiliates, officers or directors should be discovered by the Buyer or the Buyer Bank that the information provided by or on behalf of the Company or its Representatives should be set forth in an amendment to Parent for inclusion in the Registration Statement (including or a supplement to the Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company’s audited financial statements for . The Proxy Statement shall comply in all Material respects with the fiscal years ended 2022 requirements of the Securities Act, the Exchange Act and 2021 or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleadingrules and regulations thereunder. Notwithstanding the foregoing, Parent the Buyer makes no covenant, representation or warranty with respect to statements made in any information supplied by the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statementsubsidiaries that is contained or incorporated by reference in, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested furnished in connection with any action contemplated by this Section 5.1. If Parentthe preparation of, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each of the Parties shall use its reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opinion, including (i) delivering to ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. (“Mintz”) and ▇▇▇▇▇▇ LLP (“Cooley”) prior to the filing of the Registration Statement, customary Tax representation letters satisfactory to such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinions, customary Tax representation letters satisfactory to such counsel. Each of the Parties shall use its reasonable best efforts not to, and not permit any Affiliate to, take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to counsel in the tax representation letters described in this Section 5.1(c). For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, and in no event more than sixty (60) days following the date of this Agreement unless agreed to in writing by the Parties, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Registration Statement, in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to Parent’s stockholders, a notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Statement or any amendments or supplements thereto are filed with the SEC, at the time the Proxy Statement SEC or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time of the Parent Stockholder Meetingstockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company or its Subsidiaries or their respective Representatives to Parent for inclusion in the Registration Statement (including the Company’s audited consolidated financial statements for the fiscal years ended 2022 and 2021 2021, or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to Parent’s stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to Parent’s stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company Company, any of its Subsidiaries or any of its their respective Representatives for inclusion therein. The Company and its legal counsel shall be given a reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become becomes aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each Parent and the Company shall mutually agree on the form and substance of a Current Report on Form 8-K setting forth the anticipated Exchange Ratio as of the anticipated Closing Date, which the Parties shall cause to be filed with the SEC as early as practicable prior to the Parent Stockholders’ Meeting. (d) If, in connection with the preparation and filing of the Registration Statement or any other filing required by applicable Law or the SEC’s review thereof, the SEC requests or requires that a tax opinion with respect to the U.S. federal income tax consequences of the Merger be prepared and submitted (a “Tax Opinion”), (i) the Company, Parent and Merger Sub shall each use its their reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opinion, including (i) delivering deliver to G▇▇▇▇▇, D▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇ & C▇▇▇▇▇▇▇ and LLP, B▇▇▇▇▇, P.C. (“Mintz”) and ▇ ▇▇▇▇▇ B▇▇▇▇ C▇▇▇▇▇▇▇ LLP (“Cooley”) prior or such other counsel as is reasonably acceptable to Parent and the filing of the Registration StatementCompany, customary respectively, in connection with any Tax representation letters satisfactory Opinion to be rendered by such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinionscounsel, customary Tax representation letters satisfactory to such counsel. Each , dated and executed as of the Parties date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsel in connection with the preparation and filing of such Registration Statement or any other filing required by applicable Law, and (ii) the Company and Parent shall each use its reasonable best efforts not toto cause G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, B▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇ C▇▇▇▇▇▇▇ LLP or such other counsel as is reasonably acceptable to Parent and not permit any Affiliate tothe Company, take respectively, to furnish a Tax Opinion, subject to customary assumptions and limitations, to the effect that the Intended Tax Treatment should apply to the Merger. G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, B▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇ C▇▇▇▇▇▇▇ LLP or cause such other counsel as is reasonably acceptable to Parent and the Company shall be taken any action that would cause entitled to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of rely on the representations and covenants made to counsel in the tax Tax representation letters described in this Section 5.1(c)rendering the Tax Opinions. For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.

Registration Statement; Proxy Statement. The Company and Bancorp shall prepare a proxy statement/prospectus (athe "Proxy Statement") As promptly as practicable after to be mailed to the holders of Company Common Stock in connection with the transactions contemplated hereby and to be filed by Bancorp in a registration statement (the "Registration Statement") with the SEC. When the Registration Statement or any post-effective amendment or supplement thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the date of this Agreementthe Meeting (as hereinafter defined), the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Registration Statement, in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the such Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Statement or any all amendments or supplements thereto are filed thereto, with the SEC, at the time the Proxy Statement respect to all information set forth therein furnished or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time of the Parent Stockholder 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. The Company covenants and agrees that the information provided furnished by or on behalf of the Company or its Representatives relating to Parent for inclusion in the Registration Statement (including the Company’s audited financial statements for the fiscal years ended 2022 and 2021 Company or the Company Interim Financial StatementsSubsidiaries and by or on behalf of Bancorp relating to Bancorp or its Subsidiaries (A) will comply in all material respects with the provisions of the Securities Act and the Exchange Act and any other applicable statutory or regulatory requirements, as the case may beand (B) will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements contained therein not misleading. Notwithstanding the foregoing; provided, Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each of the Parties shall use its reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opinion, including (i) delivering to ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. (“Mintz”) and ▇▇▇▇▇▇ LLP (“Cooley”) prior to the filing of the Registration Statement, customary Tax representation letters satisfactory to such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinions, customary Tax representation letters satisfactory to such counsel. Each of the Parties shall use its reasonable best efforts not to, and not permit any Affiliate to, take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to counsel in the tax representation letters described in this Section 5.1(c). For the avoidance of doubthowever, in no event shall any party hereto be liable for any untrue statement of a material fact or omission to state a material fact in the Registration Statement made in reliance upon, and in conformity with, written information concerning another party furnished by or on behalf of such Tax Opinion be a condition to Closingother party specifically for use in the Registration Statement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Registration Statement, in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Statement or any amendments or supplements thereto are filed with the SEC, at the time the Proxy Statement or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time of the Parent Stockholder 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. The Company covenants and agrees that the information provided by or on behalf of the Company or its their respective Representatives to Parent for inclusion in the Registration Statement (including the Company’s audited financial statements for the fiscal years ended 2022 and 2021 Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company Company, or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Parent receives from the SEC or its staff with respect to the Registration Statement promptly after the receipt of such comments. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each If, in connection with the preparation and filing of the Parties shall use its reasonable best efforts to obtain Registration Statement, the SEC requests or requires that a tax opinion be prepared and submitted regarding the Intended Tax Treatment (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement “Tax Opinion, including ”) (i) delivering each of Parent and the Company shall deliver to C▇▇▇▇▇ LLP and Mintz, Cohn, F▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇G▇▇▇▇▇▇ and ▇P▇▇▇▇, P.C. (“Mintz”) and ▇▇▇▇▇▇ LLP (“Cooley”) prior to the filing of the Registration StatementP.C., respectively, customary Tax tax representation letters satisfactory to such counsel and (ii) delivering to Mintz and Cooleyits counsel, dated and executed as of the dates of date the Registration Statement that shall have been declared effective by the SEC and such Tax opinions, customary Tax representation letters satisfactory to other date(s) as determined reasonably necessary by such counsel. Each counsel in connection with the preparation and filing of the Parties Registration Statement, which counsel shall be entitled to rely upon in rendering the Tax Opinion, and (ii) the Company and Parent shall each use its reasonable best efforts not toto cause C▇▇▇▇▇ LLP and Mintz, Cohn, F▇▇▇▇▇, G▇▇▇▇▇▇ and not permit any Affiliate toP▇▇▇▇, take or cause P.C. to be taken any action that would cause furnish a Tax Opinion with respect to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to counsel in the tax representation letters described in this Section 5.1(c)Intended Tax Treatment. For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause The information to be filed with the SEC, the Registration Statement, supplied by Bay View for inclusion in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Registration Statement or any amendments or supplements thereto are filed with the SEC, at the time the Proxy Statement or any amendments or supplements thereto are first mailed to Parent’s stockholders is declared effective and at the time of the Parent Stockholder MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided to be supplied by or on behalf of the Company or its Representatives to Parent Bay View for inclusion in the Registration Proxy Statement will not, on the date the Proxy Statement (including or any amendment thereof or supplement thereto) is first mailed to Bay View's or FMAC's stockholders, at the Company’s audited financial statements for time of the fiscal years ended 2022 Stockholders' Meeting, and 2021 or at the Company Interim Financial StatementsEffective Time, as the case may be) will not contain any untrue statement that, in light of a the circumstances under which it is made, is false or misleading with respect to any material fact or omit fact, omits to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading, or omits to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meetings that has become false or misleading. If, at any time prior to the Effective Time, any event relating to Bay View or any of its affiliates, officers, or directors is discovered by Bay View that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Bay View will promptly inform FMAC and such information not misleadingamendment or supplement will be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Bay View and FMAC. Notwithstanding the foregoing, Parent Bay View makes no covenant, representation or warranty with respect to statements made any information supplied by FMAC that is contained in the Registration Statement (or the Proxy Statement. The Proxy Statement and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty Registration Statement will (with respect to statements made Bay View) comply in the Registration Statement (all material respects as to form and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof substance with the SEC, and on the response to any comments requirements of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy StatementSecurities Act, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirementsthereunder. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each of the Parties shall use its reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opinion, including (i) delivering to ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. (“Mintz”) and ▇▇▇▇▇▇ LLP (“Cooley”) prior to the filing of the Registration Statement, customary Tax representation letters satisfactory to such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinions, customary Tax representation letters satisfactory to such counsel. Each of the Parties shall use its reasonable best efforts not to, and not permit any Affiliate to, take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to counsel in the tax representation letters described in this Section 5.1(c). For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by Checkmate in writing for inclusion or incorporation by reference in (ai) As promptly as practicable after the date of this AgreementRegistration Statement, (ii) the Proxy Statement/Prospectus, (iii) the Prospectus, the Parties shall prepare, and Parent shall cause and (iv) any other document to be filed with the SECSEC or any regulatory agency by Newco, Merger Sub or Checkmate in connection with the Registration Statement, in which transactions contemplated by this Agreement (the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith"Other Checkmate Filings") will notwill, at the time that respective times filed with the SEC or other regulatory agency and, in addition, A. in the case of the Proxy Statement Statement/Prospectus, at the date it or any amendments or supplements thereto are filed with mailed to shareholders, B. in the SECcase of the Registration Statement, when it becomes effective under the Securities Act, and C. in the case of the Prospectus, at the time the Proxy Statement or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time date of the Parent Stockholder Meeting, receipt from the OSC for the Prospectus 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 are made, not misleading. The Company covenants and agrees that Checkmate Proxy Statement will comply as to form in all material respects with the information provided by or on behalf applicable provisions of the Company Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Date any event relating to Checkmate or any of its Representatives respective affiliates, officers or directors should be discovered by Checkmate which should be set forth in an amendment to Parent for inclusion in the Registration Statement (including or Prospectus or a supplement to the Company’s audited financial statements for the fiscal years ended 2022 Checkmate Proxy Statement, Checkmate shall promptly inform Newco and 2021 or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleadingIVI. Notwithstanding the foregoing, Parent Checkmate makes no covenant, representation or warranty with respect to statements made any information supplied by IVI or Newco which is contained in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each of the Parties shall use its reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opinion, including (i) delivering to ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. (“Mintz”) and ▇▇▇▇▇▇ LLP (“Cooley”) prior to the filing of the Registration Statement, customary Tax representation letters satisfactory to such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinions, customary Tax representation letters satisfactory to such counsel. Each of the Parties shall use its reasonable best efforts not to, and not permit any Affiliate to, take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to counsel in the tax representation letters described in this Section 5.1(c). For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closingforegoing documents.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause The information to be filed with the SEC, the Registration Statement, supplied by Company Entities for inclusion in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Registration Statement or any amendments or supplements thereto are filed with the SEC, at the time the Proxy Statement or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time of the Parent Stockholder Meetingis declared effective, 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 thereintherein not misleading. The information to be supplied in writing by Company Entities for inclusion and included in the Proxy Statement will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company’s stockholders, and at the time of the Company Stockholders’ Meeting, contain any statement that, in light of the circumstances under which they were it is made, not misleading. The Company covenants and agrees that the information provided by is false or on behalf of the Company misleading with respect to any material fact, omits or its Representatives to Parent for inclusion in the Registration Statement (including the Company’s audited financial statements for the fiscal years ended 2022 and 2021 or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading, or omits or will omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders’ Meeting that has become false or misleading. If at any time prior to the Company Stockholders’ Meeting, any event relating to Company, Company Bank or any of their affiliates, officers or directors is discovered by Company Entities that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Company Entities will promptly inform Parent, and such information not misleadingamendment, upon filing with the SEC and as required by law, will be disseminated to Company stockholders. Notwithstanding the foregoing, Parent makes Company Entities make no covenant, representation or warranty with respect to statements made any information supplied in writing by Parent or Parent Bank for inclusion in and that is contained in the Registration Statement or the Proxy Statement. The Proxy Statement will (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made Company Entities and their respective affiliates and officers) comply in all material respects as to form and substance with the Registration Statement (requirements of the Exchange Act and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirementsthereunder. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each of the Parties shall use its reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opinion, including (i) delivering to ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. (“Mintz”) and ▇▇▇▇▇▇ LLP (“Cooley”) prior to the filing of the Registration Statement, customary Tax representation letters satisfactory to such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinions, customary Tax representation letters satisfactory to such counsel. Each of the Parties shall use its reasonable best efforts not to, and not permit any Affiliate to, take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to counsel in the tax representation letters described in this Section 5.1(c). For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Subject to the date accuracy of this Agreementthe representations contained in Section 5.19, the Parties shall prepare, and Parent shall cause information supplied by the Company or its subsidiaries for inclusion in the registration statement (the “Registration Statement”) covering the shares of the Buyer’s Stock to be filed with the SEC, the Registration Statement, in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter issued pursuant to stockholders, notice of meeting and form of proxy included therewith) will this Agreement shall not, at the time that the Proxy Registration Statement or (including any amendments or supplements thereto are filed with thereto) is declared effective by the SEC, at the time the Proxy Statement or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary in order to make the statements made therein not misleading. The information supplied by or on behalf of the Company and its subsidiaries for inclusion in the proxy statement/prospectus to be sent to the shareholders of the Company to consider, at a special meeting (the “Shareholder Meeting”), the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement”) will not, on the date the Proxy Statement is first mailed to shareholders, at the time of the Shareholder Meeting and at the Effective Time, contain any untrue statement 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 Company covenants and agrees that If at any time prior to the information provided by or on behalf of Effective Time any event relating to the Company or its Representatives subsidiaries or any of their affiliates, officers or directors should be discovered by the Company or its subsidiaries that should be set forth in an amendment to Parent for inclusion in the Registration Statement (including or a supplement to the Company’s audited financial statements for the fiscal years ended 2022 and 2021 or Proxy Statement, the Company Interim Financial Statementswill promptly inform the Buyer and, as at the case may be) will not contain any untrue statement Buyer’s request, assist in the preparation of a material fact or omit to state any material fact required to be stated therein or necessary an amendment for filing with the SEC. The Proxy Statement shall comply in order to make such information not misleadingall Material respects with the requirements of the Securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, Parent the Company makes no covenant, representation or warranty with respect to statements made in any information supplied by the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company Buyer and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statementsubsidiaries, including all amendments and supplements theretoinformation that is contained or incorporated by reference in, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested furnished in connection with any action contemplated by this Section 5.1. If Parentthe preparation of, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each of the Parties shall use its reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opinion, including (i) delivering to ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. (“Mintz”) and ▇▇▇▇▇▇ LLP (“Cooley”) prior to the filing of the Registration Statement, customary Tax representation letters satisfactory to such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinions, customary Tax representation letters satisfactory to such counsel. Each of the Parties shall use its reasonable best efforts not to, and not permit any Affiliate to, take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to counsel in the tax representation letters described in this Section 5.1(c). For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Registration Statement, in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Statement or any amendments or supplements thereto are filed with the SEC, at the time the Proxy Statement SEC or any amendments or supplements thereto are first mailed to Parent’s stockholders and at the time of the Parent Stockholder Meetingstockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company or its Subsidiaries or their respective Representatives to Parent for inclusion in the Registration Statement (including the Company’s audited consolidated financial statements for the fiscal years ended 2022 2021 and 2021 2020, or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, . Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company Company, any of its Subsidiaries or any of its their respective Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities Laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement and the Proxy Statement or reasonably requested by the other Party to be included in the Registration Statement and the Proxy Statement. (c) Each Following the final determination of Parent Net Cash as of the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a Current Report on Form 8-K setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be filed with the SEC as early as practicable prior to the Parent Stockholders’ Meeting. (d) If, in connection with the preparation and filing of the Registration Statement or any other filing required by applicable Law or the SEC’s review thereof, the SEC requests or requires that a tax opinion with respect to the U.S. federal income tax consequences of the Merger be prepared and submitted (a “Tax Opinion”), (i) the Company, Parent and Merger Sub shall each use its their reasonable best efforts to obtain (1) the Parent Registration Statement Tax Opinion and (2) the Company Registration Statement Tax Opiniondeliver to C▇▇▇▇▇ LLP, including (i) delivering to Mintz, Cohn, F▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇G▇▇▇▇▇▇ and ▇P▇▇▇▇, P.C. (“Mintz”) or such other counsel as is reasonably acceptable to Parent and ▇▇▇▇▇▇ LLP (“Cooley”) prior the Company, respectively, in connection with any Tax Opinion to the filing of the Registration Statement, customary Tax representation letters satisfactory to be rendered by such counsel and (ii) delivering to Mintz and Cooley, dated and executed as of the dates of such Tax opinionscounsel, customary Tax representation letters satisfactory to such counsel. Each , dated and executed as of the Parties date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsel in connection with the preparation and filing of such Registration Statement or any other filing required by applicable Law, and (ii) the Company and Parent shall each use its reasonable best efforts not toto cause C▇▇▇▇▇ LLP, Mintz, C▇▇▇, F▇▇▇▇▇, G▇▇▇▇▇▇ and not permit any Affiliate toP▇▇▇▇, take P.C. or cause such other counsel as is reasonably acceptable to Parent and the Company, respectively, to furnish a Tax Opinion, subject to customary assumptions and limitations, to the effect that the Intended Tax Treatment should apply to the Merger. C▇▇▇▇▇ LLP, M▇▇▇▇, C▇▇▇, F▇▇▇▇▇, G▇▇▇▇▇▇ and P▇▇▇▇, P.C. or such other counsel as is reasonably acceptable to Parent and the Company shall be taken any action that would cause entitled to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of rely on the representations and covenants made to counsel in the tax Tax representation letters described in this Section 5.1(c)rendering the Tax Opinions. For the avoidance of doubt, in no event shall any such Tax Opinion be a condition to Closing.