Common use of Registration Statements Clause in Contracts

Registration Statements. 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, Seller, the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Seller, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, the Company and the Members agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, Seller or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint agrees that it will provide to Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Seller's counsel; provided, that, CenterPoint has provided to Seller or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel.

Registration Statements. 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead UnderwriterThe parties shall cooperate and promptly prepare, CenterPoint and Parent shall file with the SEC as soon as is reasonably practicable after a registration statement on Form S-4 (the date hereof "Form S-4") under the Registration Statements Securities Act, with respect to the shares of Parent Common Stock issuable in the Parent Merger and the shares of Parent Common Stock and the Depositary Shares issuable in the Alternative Merger, a portion of which Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the stockholders of each of Parent and the Company in connection with this Agreement and the transactions contemplated hereby and a prospectus with respect to the shares of Parent Common Stock and Depositary Shares issuable pursuant to the transactions contemplated hereby (the "Joint Proxy A-39 41 Statement/Prospectus"). The parties will cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The parties agree to use reasonable best efforts and shall use all reasonable efforts cooperate to have the Registration Statements Form S-4 declared effective by the SEC as promptly as practicable. CenterPoint practicable and to keep the Form S-4 effective as long as is necessary to consummate the Applicable Transaction and Parent shall also take any action required use reasonable best efforts to be taken under applicable obtain, prior to the effective date of the Form S-4, all necessary state securities law or "blue sky" permits or securities laws approvals required in connection with the issuance of CenterPoint shares of Parent Common StockStock and Depositary Shares pursuant to the transactions contemplated hereby (provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). CenterPoint, Seller, Each of Parent and the Company agrees that the information provided by it for inclusion in the Form S-4 and the Members shall promptly furnish Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof to each other all informationstockholders, at the time of the respective meetings of the stockholders of the parties, and take such other actionsat the time it is filed or becomes effective, as may reasonably be requested in connection with making such filings. All information provided and will not include an untrue statement of a material fact or omit to state a material fact required to be provided by CenterPoint, Seller, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required stated therein or necessary to make such information not false or misleading as of the date thereof and statements therein, in light of the circumstances under which given they were made, not misleading. Each party will advise the other promptly after it receives notice thereof of the time when the Form S-4 has or made. Selleris to become effective or when any supplement or amendment has been filed, the Company issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. The parties will provide each other with reasonable opportunity to review and the Members agree promptly to advise CenterPoint if at comment on any time during the period in which a prospectus relating amendments or supplements to the offering Form S-4 and/or the Joint Proxy Statement/Prospectus prior to filing such amendments or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, Seller or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint agrees that it will provide to Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file supplements with the SEC, and further agree that each party will be provided with such number of copies of all filings made with the SEC as such party or Parent (iiif applicable) request the acceleration shall reasonably request. No filings of the effectiveness of Form S-4 or (iii) circulate any prospectus forming a part of, the Registration Statements Joint Proxy Statement/Prospectus (or any amendment theretoamendments or supplements to either of them) unless Seller and its counsel (x) have had at least two days to review shall be made without the revised information contained therein approval of both parties (which changes consent shall not be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Seller's counsel; provided, that, CenterPoint has provided to Seller or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counselunreasonably withheld).

Registration Statements. 8.2.1 VIII.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, Seller, each of the Company Companies and the Members Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Seller, CenterPoint and each of the Members and the CompanyCompanies, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, Each of the Company Companies and the Members agree Stockholders agrees promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the offering or of the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning each of the CompanyCompanies, the Company Subsidiaries, Seller or the Members Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 VIII.2.2 CenterPoint agrees that it will provide to Seller the Companies and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller the Companies and its their counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's the Companies' counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller the Companies or its their counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Seller's the Companies' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller the Companies and its their counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Seller's the Companies' counsel; provided, that, CenterPoint has provided to Seller the Companies or its their counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's the Companies' counsel. VIII.2.3 CenterPoint will advise the Stockholder Representative of the effectiveness of the Registration Statements, advise the Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of any Stockholder, Cornerstone will furnish to such Stockholder a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 Subject to Centerprise has filed the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file Registration Statements with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint Centerprise shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Centerprise Common Stock. CenterPoint, Seller, Centerprise and the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Seller, the Members Centerprise and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, the The Company and the Members agree agrees promptly to advise CenterPoint Centerprise if at any time during the period in which a prospectus relating to the offering or of the Merger is required to be delivered under the Securities Act, Act any information contained in the prospectus concerning the Company, Company or the Company Subsidiaries, Seller or the Members Subsidiaries becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint 8.2.2 Centerprise agrees that it will provide to Seller the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Sellerthe Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Sellerthe Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Sellerthe Company's counsel; provided, that, CenterPoint Centerprise has provided to Seller the Company or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Sellerthe Company's counsel. 8.2.3 Centerprise will advise each Stockholder Representative of the effectiveness of the Registration Statements, advise each Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Company, Centerprise will furnish to the Company a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, Seller, the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, CenterPoint Seller, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, the Company and the Members agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, Seller or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 8.2.2 CenterPoint agrees that it will provide to Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Seller's counsel; provided, that, CenterPoint has provided to Seller or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel. 8.2.3 CenterPoint will advise the Member Representative of the effectiveness of the Registration Statements, advise the Member Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of Seller, CenterPoint will furnish to Seller a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 Subject to Centerprise has filed the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file Registration Statements with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint Centerprise shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Centerprise Common Stock. CenterPoint, Seller, the Company Centerprise and the Members Seller shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Seller, the Members Centerprise and the CompanySeller, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, the Company and the Members agree The Seller agrees promptly to advise CenterPoint Centerprise if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company SubsidiariesSeller, Seller or the Members Company Subsidiaries becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint 8.2.2 Centerprise agrees that it will provide to the Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Seller and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Seller or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Seller's counsel; provided, that, CenterPoint Centerprise has provided to the Seller or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Seller's counsel. 8.2.3 Centerprise will advise the Member Representative of the effectiveness of the Registration Statements, advise the Member Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Seller, Centerprise will furnish to the Seller a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead UnderwriterThe parties shall cooperate and promptly prepare, CenterPoint and Parent shall file with the SEC as soon as is reasonably practicable after a registration statement on Form S-4 (the date hereof "FORM S-4") under the Registration Statements Securities Act, with respect to the shares of Parent Common Stock issuable in the Parent Merger and the shares of Parent Common Stock and the Depositary Shares issuable in the Alternative Merger, a portion of which Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the stockholders of each of Parent and the Company in connection with this Agreement and the transactions contemplated hereby and a prospectus with respect to the shares of Parent Common Stock and Depositary Shares issuable pursuant to the transactions contemplated hereby (the "JOINT PROXY STATEMENT/PROSPECTUS"). The parties will cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The parties agree to use reasonable best efforts and shall use all reasonable efforts cooperate to have the Registration Statements Form S-4 declared effective -50- by the SEC as promptly as practicable. CenterPoint practicable and to keep the Form S-4 effective as long as is necessary to consummate the Applicable Transaction and Parent shall also take any action required use reasonable best efforts to be taken under applicable obtain, prior to the effective date of the Form S-4, all necessary state securities law or "blue sky" permits or securities laws approvals required in connection with the issuance of CenterPoint shares of Parent Common StockStock and Depositary Shares pursuant to the transactions contemplated hereby (provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). CenterPoint, Seller, Each of Parent and the Company agrees that the information provided by it for inclusion in the Form S-4 and the Members shall promptly furnish Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof to each other all informationstockholders, at the time of the respective meetings of the stockholders of the parties, and take such other actionsat the time it is filed or becomes effective, as may reasonably be requested in connection with making such filings. All information provided and will not include an untrue statement of a material fact or omit to state a material fact required to be provided by CenterPoint, Seller, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required stated therein or necessary to make such information not false or misleading as of the date thereof and statements therein, in light of the circumstances under which given they were made, not misleading. Each party will advise the other promptly after it receives notice thereof of the time when the Form S-4 has or made. Selleris to become effective or when any supplement or amendment has been filed, the Company issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. The parties will provide each other with reasonable opportunity to review and the Members agree promptly to advise CenterPoint if at comment on any time during the period in which a prospectus relating amendments or supplements to the offering Form S-4 and/or the Joint Proxy Statement/Prospectus prior to filing such amendments or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, Seller or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint agrees that it will provide to Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file supplements with the SEC, and further agree that each party will be provided with such number of copies of all filings made with the SEC as such party or Parent (iiif applicable) request the acceleration shall reasonably request. No filings of the effectiveness of Form S-4 or (iii) circulate any prospectus forming a part of, the Registration Statements Joint Proxy Statement/Prospectus (or any amendment theretoamendments or supplements to either of them) unless Seller and its counsel (x) have had at least two days to review shall be made without the revised information contained therein approval of both parties (which changes consent shall not be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Seller's counsel; provided, that, CenterPoint has provided to Seller or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counselunreasonably withheld).

Registration Statements. 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, Seller, the Company and the Members Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Seller, the Members Stockholders and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, the The Company and the Members Stockholders agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, Seller Subsidiaries or the Members Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 8.2.2 CenterPoint agrees that it will provide to Seller the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Sellerthe Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Sellerthe Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Sellerthe Company's counsel; provided, that, -------- ---- CenterPoint has provided to Seller the Company or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are -------- ------- highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Sellerthe Company's counsel. 8.2.3 CenterPoint will advise the Stockholder Representative of the effectiveness of the Registration Statements, advise the Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Company, CenterPoint will furnish to the Company a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 Subject to Centerprise has filed the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file Registration Statements with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint Centerprise shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Centerprise Common Stock. CenterPoint, Seller, Centerprise and the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Seller, the Members Centerprise and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, the The Company and the Members agree promptly to advise CenterPoint Centerprise if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, Company or the Company Subsidiaries, Seller or the Members Subsidiaries becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint 8.2.2 Centerprise agrees that it will provide to Seller the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Sellerthe Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Sellerthe Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Sellerthe Company's counsel; provided, that, CenterPoint Centerprise has provided to Seller the Company or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Sellerthe Company's counsel. 8.2.3 Centerprise will advise the Stockholder Representative of the effectiveness of the Registration Statements, advise the Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Company Centerprise will furnish to the Company a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 VIII.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, SellerManagement, the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, SellerManagement, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. SellerManagement, the Company and the Members agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, Seller Management or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 VIII.2.2 CenterPoint agrees that it will provide to Seller Management and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller Management and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by SellerManagement's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller Management and the Company or its their counsel shall be in writing and state with specificity the material in question, the reason for the objection, and SellerManagement's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller Management and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to SellerManagement's counsel; provided, that, CenterPoint has provided to Seller -------- ---- Management or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that such -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by SellerManagement's counsel. VIII.2.3 CenterPoint will advise such Member Representative of the effectiveness of the Registration Statements, advise the Member Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of any Member, CenterPoint will furnish to such Member a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 Subject to Centerprise has filed the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file Registration Statements with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint Centerprise shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Centerprise Common Stock. CenterPoint, Seller, Centerprise and the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Seller, the Members Centerprise and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, the The Company and the Members agree agrees promptly to advise CenterPoint Centerprise if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, Company or the Company Subsidiaries, Seller or the Members Subsidiaries becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint 8.2.2 Centerprise agrees that it will provide to Seller the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Sellerthe Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Sellerthe Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Sellerthe Company's counsel; provided, that, CenterPoint Centerprise has provided to Seller the Company or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by 36 computer generated marks indicating the additions and deletions made from the prior draft reviewed by Sellerthe Company's counsel. 8.2.3 Centerprise will advise the Partner Representative of the effectiveness of the Registration Statements, advise the Partner Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Company, Centerprise will furnish to the Company a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, Seller, the Company and the Members Partners shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, CenterPoint Seller, the Members Partners and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, the Company and the Members Partners agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, Seller or the Members Partners becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 8.2.2 CenterPoint agrees that it will provide to Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller Seller, and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Seller's counsel; provided, -------- that, CenterPoint has provided to Seller or its counsel -------- ---- reasonable advance ---- notice of such proposed changes; provided, further, that -------- ------- such changes are -------- ------- highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel. 8.2.3 CenterPoint will advise the Partner Representative of the effectiveness of the Registration Statements, advise the Partner Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of Seller, CenterPoint will furnish to Seller a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, the Seller, the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, the Seller, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Seller, the Company and the Members agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, the Seller or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 8.2.2 CenterPoint agrees that it will provide to the Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Seller and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Seller and the Company or its their counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Seller's counsel; provided, -------- that, CenterPoint has provided to the Seller or its counsel -------- reasonable ---- reasonable advance notice of such proposed changes; provided, further, that such -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Seller's counsel. 8.2.3 CenterPoint will advise such Member Representative of the effectiveness of the Registration Statements, advise the Member Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of any Member, CenterPoint will furnish to such Member a reasonable number of copies of the final prospectus associated with the IPO.

Registration Statements. 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead UnderwriterThe parties shall cooperate and promptly prepare, CenterPoint and Parent shall file with the SEC as soon as is reasonably practicable after a registration statement on Form S-4 (the date hereof "Form S-4") under the Registration Statements Securities Act, with respect to the shares of Parent Common Stock issuable pursuant to the transactions contemplated hereby, a portion of which Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the stockholders of each of Parent and the Company in connection with this Agreement and the transactions contemplated hereby and a prospectus with respect to the shares of Parent Common Stock issuable pursuant to the transactions contemplated hereby (the "Joint Proxy Statement/Prospectus"). The parties will cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The parties agree to use reasonable best efforts and shall use all reasonable efforts cooperate to have the Registration Statements Form S-4 declared effective by the SEC as promptly as practicable. CenterPoint practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and Parent shall also take any action required use reasonable best efforts to be taken under applicable obtain, prior to the effective date of the Form S-4, all necessary state securities law or "blue sky" permits or securities laws approvals required in connection with the issuance of CenterPoint shares of Parent Common StockStock pursuant to the transactions contemplated hereby (provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). CenterPoint, Seller, Each of Parent and the Company agrees that the information provided by it for inclusion in the Form S-4 and the Members shall promptly furnish Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof to each other all informationstockholders, at the time of the respective meetings of the stockholders of the parties, and take such other actionsat the time it is filed or becomes effective, as may reasonably be requested in connection with making such filings. All information provided and will not include an untrue statement of a material fact or omit to state a material fact required to be provided by CenterPoint, Seller, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required stated therein or necessary to make such information not false or misleading as of the date thereof and statements therein, in light of the circumstances under which given they were made, not misleading. Each of Parent and the Company will advise the other promptly after it receives notice thereof of the time when the Form S-4 has or made. Selleris to become effective or when any supplement or amendment has been filed, the Company issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. Each of Parent and the Members agree promptly Company will provide the other with reasonable opportunity to advise CenterPoint if at review and comment on any time during the period in which a prospectus relating amendments or supplements to the offering Form S-4 and/or the Joint Proxy Statement/Prospectus prior to filing such amendments or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, Seller or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint agrees that it will provide to Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file supplements with the SEC, (ii) request and further agree that each party will be provided with such number of copies of all filings made with the acceleration SEC as such party shall reasonably request. No filings of the effectiveness of Form S-4 or (iii) circulate any prospectus forming a part of, the Registration Statements Joint Proxy Statement/Prospectus (or any amendment theretoamendments or supplements to either of them) unless Seller shall be made without the approval of Parent and its counsel (x) have had at least two days to review the revised information contained therein Company (which changes consent shall not be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Seller's counsel; provided, that, CenterPoint has provided to Seller or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counselunreasonably withheld).

Registration Statements. 8.2.1 Subject to Centerprise has filed the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file Registration Statements with the SEC as soon as is reasonably practicable after the date hereof the Registration Statements and shall use all reasonable efforts to have the Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint Centerprise shall also take any action required to be taken under applicable state "blue sky" or securities laws in connection with the issuance of CenterPoint Centerprise Common Stock. CenterPoint, Seller, Centerprise and each of the Company and the Members Companies shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Seller, Centerprise and each of the Members and the CompanyCompanies, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Seller, Each of the Company and the Members agree Companies agrees promptly to advise CenterPoint Centerprise if at any time during the period in which a prospectus relating to the offering or of the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning each of the Company, the Company Subsidiaries, Seller or the Members Companies becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint 8.2.2 Centerprise agrees that it will provide to Seller the Companies and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller the Companies and its their counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's the Companies' counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller the Companies or its their counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Seller's the Companies' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller the Companies and its their counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Seller's the Companies' counsel; provided, that, CenterPoint Centerprise has provided to Seller the Companies or its their counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's the Companies' counsel. 8.2.3 Centerprise will advise the Stockholder Representative of the effectiveness of the Registration Statements, advise the Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of any Company, Centerprise will furnish to such Company a reasonable number of copies of the final prospectus associated with the IPO.