Common use of SEC Registration Clause in Contracts

SEC Registration. The Vista Shares are registered pursuant to Section 12 of the United States Securities Exchange Act of 1934, as amended (the “1934 Act”), and Vista has filed with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations of the SEC thereunder and did not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEX.

SEC Registration. The Vista Shares are registered pursuant (a) For the purposes (x) of registering the Horizon Common Stock to Section 12 be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations of the United States Securities Exchange Act of 1934SEC, as amended to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “1934 ActProxy Statement”), and Vista has filed as soon as reasonably practicable thereafter, Horizon shall prepare and file with the United States Securities and Exchange Commission (SEC a registration statement on Form S-4 under the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 1933, as amended (the “1933 Act”) since January 1covering the shares of Horizon Common Stock to be issued pursuant to this Agreement, 2003 (collectively, “Vista’s SEC Documents”)in which the Proxy Statement will be included as a prospectus. As of its respective date (giving effect to Such registration statement and any amendments and modifications filed or furnished supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to September 21, 2006), each of Vista’s SEC Documents complied the time it is initially filed with the requirements SEC or any amendments are filed with the SEC. Horizon shall use its reasonable best efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, as soon as practicable after filing the Registration Statement, make all filings required to obtain all blue sky exemptions, authorizations, consents, or approvals required for the issuance of Horizon common stock. (b) The parties shall use reasonable best efforts to respond (with the assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and are reconciled shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to United States generally accepted accounting principles (“U.S. GAAP”) review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the extent required Effective Time any event occurs with respect to WBKC, Horizon or any Subsidiary of WBKC or Horizon, respectively, or any change occurs with respect to information supplied by and or on behalf of WBKC or Horizon, respectively, for inclusion in accordance with Regulation S-X of the SEC, and fairly present in all material respects Proxy Statement or the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectRegistration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC or Horizon, as applicable, shall promptly notify the other of such event, and WBKC or Horizon, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Law, in light disseminating the information contained in such amendment or supplement to WBKC’s shareholders and to Horizon’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the circumstances under which they were made, not misleading. The Vista Shares are listed Merger to be approved for trading listing on the TSX and NASDAQ Global Select Market (subject to official notice of issuance) prior to the AMEX and Vista is in compliance with the rules of the TSX and AMEXEffective Time.

SEC Registration. The Vista Shares are registered pursuant to Section 12 of the United States Securities Exchange Act of 1934, as amended (the “1934 Act”)a) PCI shall use its reasonable best efforts to, and Vista has filed shall use its reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the United States Securities and Exchange Commission (SEC a Registration Statement on Form S-4 under the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations promulgated thereunder, in respect of the SEC thereunder shares of Nextel Common Stock to be issued by reason of the Merger (such registration statement, the prospectus included therein and did not the proxy statement to be furnished to the holders of PCI Common Stock, in each case together with any amendments or supplements thereto, the "Registration Statement"). PCI shall use its reasonable best efforts so that the PCI Information (as defined below) included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCI's stockholders, or at the time of the meeting of the stockholders of PCI to approve the Merger, contain any untrue statement of a material fact or fact, omit to state any material fact required to be stated therein therein, or omit any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. If at any time prior to the Effective Time any event or circumstance should come to the attention of PCI with respect to the PCI Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The financial statements Registration Statement insofar as it relates to information concerning PCI, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI for inclusion in the Registration Statement, including incorporation by reference to SEC filings (including the related notes) of Vista included in Vista’s SEC Documents "PCI Information"), will comply as to form and substance in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of thereunder and the SEC with respect theretoExchange Act and the rules and regulations thereunder; except that PCI shall have no liability or obligation for any information other than the PCI Information. (b) PCI shall instruct its accountants to deliver and shall use its reasonable best efforts to cause its accountants, KPMG Peat Marwick LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about PCI and their consolidated results of operations and cash flows its Subsidiaries expressly for the periods then ended (subject, inclusion in the case of unaudited statementsRegistration Statement, and in a form and substance reasonably satisfactory to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXNextel.

SEC Registration. The Vista Shares are registered pursuant to Section 12 As soon as practicable following the date of this Agreement, but in no event more than thirty (30) days after the later of the United States filing of Acquiror's and the Company's respective Annual Report on Form 10-K for the year ended December 31, 2016, the Company and Acquiror shall prepare and file with the SEC the Joint Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Exchange Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of 1934the Registration Statement, as amended (Acquiror shall consult with the “1934 Act”)Company with respect to such filing and shall afford the Company and its representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Joint Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, and Vista has filed with Acquiror will use its reasonable best efforts to cause the United States Joint Proxy Statement to be mailed to Acquiror's shareholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Joint Proxy Statement or the United States Securities Act Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of 1933 any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectJoint Proxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinJoint Proxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company's stockholders and to Acquiror's shareholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any application foreign or state securities or "blue sky" Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules Merger and the issuance of the TSX Acquiror Common Stock and AMEXAcquiror Preferred Stock as consideration hereunder.

SEC Registration. As soon as practicable following the date of this Agreement, the Company and Buyer shall prepare and file with the SEC the Proxy Statement and Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Buyer shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. The Vista Shares are registered pursuant Company will use its reasonable best efforts to Section 12 cause the Proxy Statement to be mailed to the Company Shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise the Company, promptly after it receives notice thereof, of the United States Securities Exchange Act time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of 1934any stop order, as amended (the “1934 Act”)suspension of the qualification of Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and Vista has filed the Company will advise Buyer, promptly after it receives notice thereof, of any request by the SEC to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Parties shall use reasonable best efforts to respond (with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other Party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Buyer or any Subsidiary of the SECCompany or Buyer, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Buyer, respectively, for inclusion in the periods then ended (subjectProxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Buyer, as applicable, shall promptly notify the other of such event, and the Company or Buyer, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on information contained in such amendment or supplement to the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXCompany Shareholders.

SEC Registration. As soon as practicable following the date of this Agreement, the Company and Nicolet shall prepare and file with the SEC the Joint Proxy Statement and Nicolet shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Nicolet shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. The Vista Shares are registered pursuant Company will use its reasonable best efforts to Section 12 cause the Joint Proxy Statement to be mailed to the Company’s shareholders, and Nicolet will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Nicolet’s shareholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Nicolet will advise the Company, promptly after it receives notice thereof, of the United States Securities Exchange Act time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of 1934any stop order, as amended (the “1934 Act”)suspension of the qualification of Nicolet Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and Vista has filed the Company will advise Nicolet, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Nicolet or any Subsidiary of the SECCompany or Nicolet, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Nicolet, respectively, for inclusion in the periods then ended (subjectProxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Nicolet, as applicable, shall promptly notify the other of such event, and the Company or Nicolet, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on information contained in such amendment or supplement to the TSX Company’s shareholders and the AMEX and Vista is in compliance with the rules of the TSX and AMEXto Nicolet’s shareholders.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable following the date of this Agreement, but in no event later than forty-five (45) days following the date hereof, the Company and Acquiror shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Acquiror shall use its reasonable best efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (the “1934 Act”), and Vista has filed Acquiror shall consult with the United States Securities Company with respect to such filing and Exchange Commission (shall afford the “SEC”) Company and made available its representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Pescios all of its reports and other documents Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Proxy Statement or the United States Securities Act of 1933 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectProxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company’s stockholders and to Acquiror’s stockholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules Merger and the issuance of the TSX and AMEXAcquiror Common Stock.

SEC Registration. As soon as practicable following the date of this Agreement, the Company and Nicolet shall prepare and file with the SEC the Joint Proxy Statement and Nicolet shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Nicolet shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. The Vista Shares are registered pursuant Company will use its reasonable best efforts to Section 12 cause the Joint Proxy Statement to be mailed to the Company’s shareholders, and Nicolet will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Nicolet’s shareholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Nicolet will advise the Company, promptly after it receives notice thereof, of the United States Securities Exchange Act time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of 1934any stop order, as amended (the “1934 Act”)suspension of the qualification of Nicolet Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and Vista has filed the Company will advise Nicolet, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Nicolet or any Subsidiary of the SECCompany or Nicolet, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Nicolet, respectively, for inclusion in the periods then ended (subjectJoint Proxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, the Company or Nicolet, as applicable, shall promptly notify the other of such event, and the Company or Nicolet, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinJoint Proxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on information contained in such amendment or supplement to the TSX Company’s shareholders and the AMEX and Vista is in compliance with the rules of the TSX and AMEXto Nicolet’s shareholders.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable, but in no event more than sixty (60) days, following the date of this Agreement, the Company and Acquiror shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Acquiror shall use its reasonable best efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (the “1934 Act”), and Vista has filed Acquiror shall consult with the United States Securities Company with respect to such filing and Exchange Commission (shall afford the “SEC”) Company and made available its Representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Pescios all of its reports and other documents Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Proxy Statement or the United States Securities Act of 1933 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectProxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company’s stockholders and to Acquiror’s stockholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules of Merger and the TSX and AMEXAcquiror Stock Issuance.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable following the date of this Agreement, but in no event later than forty-five (45) days following the date hereof, the Company and Acquiror shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Acquiror shall use its reasonable best efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (the “1934 Act”), and Vista has filed Acquiror shall consult with the United States Securities Company with respect to such filing and Exchange Commission (shall afford the “SEC”) Company and made available its representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Pescios all of its reports and other documents Company's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Proxy Statement or the United States Securities Act Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of 1933 any request by the SEC to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectProxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company's stockholders and to Acquiror's stockholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any applicable foreign or state securities or "blue sky" Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules Merger and the issuance of the TSX and AMEXAcquiror Common Stock as Stock Consideration.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable, but in no event more than sixty (60) days, following the date of this Agreement, the Company and Acquiror shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Acquiror shall use its reasonable best efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (the “1934 Act”), and Vista has filed Acquiror shall consult with the United States Securities Company with respect to such filing and Exchange Commission (shall afford the “SEC”) Company and made available its Representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Proxy Statement shall include all information reasonably requested by the Company to be included. The Company and the Acquiror will use their reasonable best efforts to cause the Proxy Statement to be mailed to the Pescios all of its reports and other documents Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Proxy Statement or the United States Securities Act of 1933 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectProxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company’s stockholders and to Acquiror’s stockholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules of Merger and the TSX and AMEXAcquiror Stock Issuance.

SEC Registration. The Vista Shares are registered By no later than sixty (60) days after the Agreement Date, MSTI shall prepare and file with the SEC a registration statement under the Securities Act on an appropriate form reasonably acceptable to Citizens covering the shares of MSTI Common Stock to be issued pursuant to Section 12 this Agreement and shall use its Best Efforts to cause the same to become effective, and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the United States Securities Exchange Act of 1934same effective and, if necessary, amend and supplement the same (such registration statement, and any amendments and supplements thereto, is referred to as amended (the “1934 Act”), and Vista has filed with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC DocumentsRegistration Statement”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied The Registration Statement shall include the Proxy Statement for use in connection with the requirements meeting of the 1934 Act and the 1933 Act (as applicable) and Citizens Stockholders referred to in Section 6.11, all in accordance with the rules and regulations of the SEC thereunder SEC. MSTI shall, as soon as practicable after the execution of this Agreement, make all filings required to obtain all permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of the shares of MSTI Common Stock to Citizens Stockholders. In advance of any filing made under this Section, MSTI and did not contain any untrue statement Citizens and their respective counsel shall be provided with the opportunity to comment thereon, and MSTI and Citizens each agree promptly to advise each other and each other’s counsel of material fact or omit to state any material fact communication received by it or its counsel from the SEC or any other Regulatory Authorities with respect to such filings. Preparation and filing of the Registration Statement shall be at the sole cost and expense of MSTI, except that Citizens shall be solely responsible for the costs and expenses, including fees of Citizens’ accountants and legal counsel, related to the preparation and review of Citizens financial statements and Citizens information required to be stated therein or necessary to make the statements therein, presented in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements Registration Statement and the published rules costs of printing and regulations of mailing the SEC with respect thereto, and are reconciled Proxy Statement to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXCitizens Stockholders.

SEC Registration. The Vista Shares are registered By no later than sixty (60) days after the Agreement Date, MSTI shall prepare and file with the SEC a registration statement under the Securities Act on an appropriate form reasonably acceptable to Citizens covering the shares of MSTI Common Stock to be issued pursuant to Section 12 this Agreement and shall its Best Efforts to cause the same to become effective, and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same (such registration statement, and any amendments and supplements thereto, is referred to as the "REGISTRATION STATEMENT"). The Registration Statement shall include the Proxy Statement for use in connection with the meeting of the United States Securities Exchange Act of 1934Citizens Stockholders referred to in SECTION 6.11, as amended (the “1934 Act”), and Vista has filed all in accordance with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations of the SEC thereunder SEC. MSTI shall, as soon as practicable after the execution of this Agreement, make all filings required to obtain all permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of the shares of MSTI Common Stock to Citizens Stockholders. In advance of any filing made under this Section, MSTI and did not contain any untrue statement Citizens and their respective counsel shall be provided with the opportunity to comment thereon, and MSTI and Citizens each agree promptly to advise each other and each other's counsel of material fact or omit to state any material fact communication received by it or its counsel from the SEC or any other Regulatory Authorities with respect to such filings. Preparation and filing of the Registration Statement shall be at the sole cost and expense of MSTI, except that Citizens shall be solely responsible for the costs and expenses, including fees of Citizens' accountants and legal counsel, related to the preparation and review of Citizens financial statements and Citizens information required to be stated therein or necessary to make the statements therein, presented in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements Registration Statement and the published rules costs of printing and regulations of mailing the SEC with respect thereto, and are reconciled Proxy Statement to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXCitizens Stockholders.

SEC Registration. The Vista Shares are registered pursuant (a) For the purposes (x) of registering the Horizon Common Stock to Section 12 be offered to holders of LPB Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the LPB shareholders meeting, as soon as practicable following the date of this Agreement, LPB (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations of the United States Securities Exchange Act of 1934SEC, as amended to be used in connection with the LPB shareholders meeting to obtain approval for the Merger (the “1934 ActProxy Statement”), and Vista has filed Horizon shall use its reasonable best efforts to prepare and file with the United States Securities and Exchange Commission SEC, no later than 45 days after the date of this Agreement (provided that each party has timely provided all information requested in writing by the “SEC”) and made available to other party or its counsel), a registration statement on Form S-4 under the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 1933, as amended (the “1933 Act”) since January 1covering the shares of Horizon common stock to be issued pursuant to this Agreement, 2003 (collectively, “Vista’s SEC Documents”)in which the Proxy Statement will be included as a prospectus. As of its respective date (giving effect to Such registration statement and any amendments and modifications filed or furnished supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide LPB and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to September 21, 2006), each of Vista’s SEC Documents complied the time it is initially filed with the requirements SEC or any amendments are filed with the SEC. Horizon shall use its best reasonable efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, as soon as practicable after filing the Registration Statement, make all filings required to obtain all blue sky exemptions, authorizations, consents or approvals required for the issuance of Horizon common stock. (b) The parties shall use reasonable best efforts to respond (with the assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, . Horizon shall provide LPB and are reconciled its counsel with appropriate opportunity to United States generally accepted accounting principles (“U.S. GAAP”) review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the extent required Effective Time any event occurs with respect to LPB, Horizon or any Subsidiary of LPB or Horizon, respectively, or any change occurs with respect to information supplied by and or on behalf of LPB or Horizon, respectively, for inclusion in accordance with Regulation S-X of the SEC, and fairly present in all material respects Proxy Statement or the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectRegistration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, LPB or Horizon, as applicable, shall promptly notify the other of such event, and LPB or, Horizon, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Law, in light disseminating the information contained in such amendment or supplement to LPB’s shareholders and to Horizon’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the circumstances under which they were made, not misleading. The Vista Shares are listed Merger to be approved for trading listing on the TSX and NASDAQ Global Select Market (subject to official notice of issuance) prior to the AMEX and Vista is in compliance with the rules of the TSX and AMEXEffective Time.

SEC Registration. The Vista Shares are registered pursuant (a) Chadmoore shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to Section 12 cause each Subsidiary to, furnish to Nextel such information about Chadmoore and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the United States shares of Nextel Common Stock to be issued by reason of the consummation of the transactions contemplated by this Agreement (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of Chadmoore's common stock, in each case together with any amendments or supplements thereto, the "Registration Statement"). Chadmoore shall use its commercially reasonable efforts so that the Chadmoore Information included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to Chadmoore's shareholders, or at the time of the meeting of the shareholders of Chadmoore to approve the Reorganization, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Closing Date any event or circumstance should come to the attention of Chadmoore with respect to the Chadmoore Information which is required to be set forth in an amendment or supplement to the Registration Statement, Chadmoore will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.02(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”") that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning Chadmoore, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by Chadmoore for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "Chadmoore Information"), will comply as to form and Vista has filed with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations of the SEC thereunder and did not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply substance in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of thereunder and the SEC with respect theretoExchange Act and the rules and regulations thereunder; except that Chadmoore shall have no liability or obligation for any information other than the Chadmoore Information. (b) Chadmoore shall instruct its accountants to deliver and shall use its commercially reasonable efforts to cause its accountants, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about Chadmoore and their consolidated results of operations and cash flows its Subsidiaries expressly for the periods then ended (subject, inclusion in the case of unaudited statementsRegistration Statement, and in a form and substance reasonably satisfactory to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXNextel.

SEC Registration. As soon as practicable following the date of this Agreement, the Company and Acquiror shall prepare and file with the SEC the Joint Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. The Vista Shares are registered pursuant Company will use its reasonable best efforts to Section 12 of cause the United States Securities Exchange Act of 1934, as amended (Joint Proxy Statement to be mailed to the “1934 Act”)Company’s stockholders, and Vista has filed with Acquiror will use its reasonable best efforts to cause the United States Joint Proxy Statement to be mailed to Acquiror’s stockholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Joint Proxy Statement or the United States Securities Act Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of 1933 any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectJoint Proxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event, and the Company or, Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinJoint Proxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on information contained in such amendment or supplement to the TSX Company’s stockholders and the AMEX and Vista is in compliance with the rules of the TSX and AMEXto Acquiror’s stockholders.

SEC Registration. The Vista Shares are registered pursuant to Section 12 (a) As soon as practicable following the date of this Agreement, Peoples and Horizon shall prepare the United States Joint Proxy Statement and Horizon shall prepare and file with the SEC a registration statement on an appropriate form under the Securities Exchange Act of 19341933, as amended (the “1934 Act”), and Vista has filed with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1Act covering the shares of Horizon Common Stock to be issued pursuant to this Agreement, 2003 in which the Joint Proxy Statement will be included. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall use its best reasonable efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. The Registration Statement shall include a proxy statement‑prospectus reasonably acceptable to Horizon and Peoples (collectively, the “Vista’s SEC DocumentsJoint Proxy Statement”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied prepared for use in connection with the requirements of the 1934 Act Peoples Shareholders’ Meeting and the 1933 Act (as applicable) and Horizon Shareholders’ Meeting, all in accordance with the rules and regulations of the SEC thereunder and did not contain any untrue statement of material fact or omit to state any material fact SEC. Horizon shall, as soon as practicable after filing the Registration Statement, make all filings required to be stated therein obtain all blue sky exemptions, authorizations, consents or necessary approvals required for the issuance of Horizon Common Stock. (b) The parties shall use reasonable best efforts to make respond (with the statements therein, in the light assistance of the circumstances under which they were made, not misleading. The financial statements (including the related notesother party) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations as promptly as practicable to any comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required Effective Time any event occurs with respect to Peoples, Horizon or any Subsidiary of Peoples or Horizon, respectively, or any change occurs with respect to information supplied by and or on behalf of Peoples or Horizon, respectively, for inclusion in accordance with Regulation S-X of the SEC, and fairly present in all material respects Joint Proxy Statement or the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectRegistration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, Peoples or Horizon, as applicable, shall promptly notify the other of such event, and Peoples or, Horizon, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinJoint Proxy Statement and the Registration Statement and, as required by applicable Law, in light of disseminating the circumstances under which they were made, not misleading. The Vista Shares are listed information contained in such amendment or supplement to Peoples’ shareholders and to Horizon’s shareholders. (c) Horizon will use reasonable best efforts to list for trading on the TSX and NASDAQ Global Market (subject to official notice of issuance) prior to the AMEX and Vista is Effective Time, the shares of Horizon Common Stock to be issued in compliance with the rules of the TSX and AMEXMerger.

SEC Registration. The Vista Shares are registered Acquiror shall file with the SEC, as soon as practicable after the execution of this Agreement but in no event later than 90 days from the date of this Agreement, any necessary Registration Statement (as defined in Section 6.01(a)) covering the Acquiror Common Stock to be issued pursuant to Section 12 this Agreement and the Plan of Merger (provided that the Company has given to Acquiror all information concerning the Company which is required for inclusion in the Registration Statement), and shall use its best efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Acquiror shall, as soon as practicable after the execution of this Agreement, take all actions necessary to have the shares of Acquiror Common Stock to be delivered in exchange for Company Common Stock qualified or registered for offering and sale, or to identify and perfect an exemption therefrom, under the securities or "Blue Sky" laws of each jurisdiction within the United States Securities Exchange Act in which shareholders of 1934the Company reside. In advance of filing the Registration Statement, Acquiror shall provide the Company and its counsel with a copy of the Registration Statement and an opportunity to comment thereon. Acquiror shall advise the Company, promptly after Acquiror receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of qualification of Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. None of the information furnished by the Acquiror for inclusion in the Registration Statement, when it shall become effective, and at all times subsequent to such effectiveness, or the Proxy Statement/Prospectus (as amended (the “1934 Act”defined in Section 6.01(a)), and Vista has filed with when mailed or at the United States Securities and Exchange Commission time of the Shareholders Meeting (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”as defined in Section 5.01(a). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations of the SEC thereunder and did not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statementsany other document filed with the SEC or any state securities commission, to normal and recurring year-end audit adjustments). As of September 21at the respective times at which such documents are filed with the SEC or such state securities commission, 2006, Vista’s SEC Documents, taken as a whole, do not shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEX.

SEC Registration. The Vista Shares are registered pursuant to Section 12 of the United States Securities Exchange Act of 1934, as amended (the “1934 Act”)a) PCI shall use its reasonable best efforts to, and Vista has filed shall use its reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the United States Securities and Exchange Commission (SEC a Registration Statement on Form S-4 under the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations promulgated thereunder, in respect of the SEC thereunder shares of Nextel Common Stock to be issued by reason of the Merger (such registration statement, the prospectus included therein and did not the proxy statement to be furnished to the holders of PCI Common Stock, in each case together with any amendments or supplements thereto, the "Registration Statement"). PCI shall use its reasonable best efforts so that the PCI Information (as defined below) included 78 70 in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCI's stockholders, or at the time of the meeting of the stockholders of PCI to approve the Merger, contain any untrue statement of a material fact or fact, omit to state any material fact required to be stated therein therein, or omit any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. If at any time prior to the Effective Time any event or circumstance should come to the attention of PCI with respect to the PCI Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The financial statements Registration Statement insofar as it relates to information concerning PCI, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI for inclusion in the Registration Statement, including incorporation by reference to SEC filings (including the related notes) of Vista included in Vista’s SEC Documents "PCI Information"), will comply as to form and substance in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of 79 71 thereunder and the SEC with respect theretoExchange Act and the rules and regulations thereunder; except that PCI shall have no liability or obligation for any information other than the PCI Information. (b) PCI shall instruct its accountants to deliver and shall use its reasonable best efforts to cause its accountants, KPMG Peat Marwick LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about PCI and their consolidated results of operations and cash flows its Subsidiaries expressly for the periods then ended (subject, inclusion in the case of unaudited statementsRegistration Statement, and in a form and substance reasonably satisfactory to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXNextel.

SEC Registration. The Vista Shares are registered pursuant to Section 12 As soon as practicable following the date of this Agreement, the United States Securities Exchange Act of 1934, as amended (the “1934 Act”), Company and Vista has filed Acquiror shall prepare and Acquiror shall file with the United States SEC the Registration Statement, in which the Proxy Statement will be included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and Exchange Commission (to keep the “SEC”) Registration Statement effective as long as is necessary to consummate the Merger and made available the Contemplated Transactions. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Pescios all of its reports and other documents Company’s shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the issuance of Acquiror Common Stock in connection with the Merger, and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Registration Statement or comments thereon and responses thereto or requests by the United States Securities Act of 1933 SEC for additional information. Acquiror shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (Company) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto. If prior to the Effective Time any event occurs with respect to the Company, Acquiror or any Subsidiary of the Company or Acquiror, respectively, or any change occurs with respect to information supplied by or on behalf of the Company or Acquiror, respectively, for inclusion in the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) each party shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the extent Registration Statement and, as required by applicable Legal Requirements, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. The Company shall provide all information with respect to the Company that is required in the Registration Statement and in accordance subsequent filings with Regulation S-X of the SEC, and fairly present in all material respects the consolidated including, if required, audited financial position of Vista and its consolidated subsidiaries as statements of the dates thereof Company, and their consolidated results of operations and cash flows for Acquiror shall pay the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXAudit Expenses.

SEC Registration. The Vista Shares are registered pursuant to Section 12 As soon as practicable following the date of this Agreement, United Community and First Defiance shall prepare the United States Securities Exchange Act of 1934Joint Proxy Statement and the Registration Statement, and First Defiance shall file with the SEC, as amended soon as practicable following the date of this Agreement (and in any event no later than thirty (30) days following the “1934 Act”)date of this Agreement) the Registration Statement, in which the Joint Proxy Statement will be included. First Defiance shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and Vista has filed with to keep the United States Securities Registration Statement effective as long as is necessary to consummate the Merger and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents Contemplated Transactions. First Defiance shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the First Defiance Stock Issuance, and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. First Defiance will advise United Community, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of First Defiance Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and United States Securities Act Community will advise First Defiance, promptly after it receives notice thereof, of 1933 any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled . If prior to the Effective Time any event occurs with respect to United States generally accepted accounting principles (“U.S. GAAP”) Community, First Defiance or any Subsidiary of United Community or First Defiance, respectively, or any change occurs with respect to information supplied by or on behalf of United Community or First Defiance, respectively, for inclusion in the extent required by and in accordance with Regulation S-X of Joint Proxy Statement or the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectRegistration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, United Community or First Defiance, as applicable, shall promptly notify the other of such event, and United Community or, First Defiance, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinJoint Proxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light disseminating the information contained in such amendment or supplement to United Community’s shareholders and to First Defiance’s shareholders. Each of United Community and First Defiance will cause the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance Joint Proxy Statement to be filed with the rules SEC and mailed to the shareholders of United Community and First Defiance, respectively, as soon as reasonably practicable after the TSX and AMEXRegistration Statement is declared effective under the Securities Act.

SEC Registration. The Vista Shares are registered pursuant to Section 12 of the United States Securities Exchange Act of 1934, as amended (the “1934 Act”), and Vista has filed a) ONB shall file with the United States Securities and Exchange Commission (SEC as soon as practicable after the “SEC”) and made available to the Pescios all execution of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and this Agreement a Registration Statement on an appropriate form under the 1933 Act (covering the shares of ONB common stock to be issued pursuant to this Agreement and shall use its best efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Such Registration Statement and any amendments and supplements thereto are referred to in this Agreement as applicable) the "Registration Statement". The Registration Statement shall include a proxy statement-prospectus reasonably acceptable to ONB and Heritage, prepared for use in connection with the meeting of shareholders of Heritage referred to in Section 6.01 hereof, all in accordance with the rules and regulations of the SEC thereunder SEC. ONB shall, as soon as practicable after filing the Registration Statement, make all filings required to obtain all Blue Sky exemptions, authorizations, consents or approvals required for the issuance of ONB common stock. In advance of filing the Registration Statement and did all other filings described in Section 7.01 hereof, ONB shall provide Heritage and its counsel with a copy of the Registration Statement and each such other filing and provide an opportunity to comment thereon. (b) Any materials or information provided by ONB in any filing with any state or federal regulatory agency or authority shall not contain any untrue or misleading statement of material fact or shall omit to state any a material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under in which they were are made, not false or misleading. The financial statements . (including c) All filings by ONB with the related notes) of Vista included in Vista’s SEC Documents comply and with all other federal and state regulatory agencies shall be true, accurate and complete in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof of the filings, and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not no such filings shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinstatements, at the time and in light of the circumstances under which they were made, not false or misleading. The Vista Shares are listed . (d) ONB will use reasonable best efforts to list for trading on the TSX and Nasdaq National Market System (subject to official notice of issuance) prior to the AMEX and Vista is Effective Time, the shares of ONB common stock to be issued in compliance with the rules of the TSX and AMEXMerger.

SEC Registration. The Vista Shares are registered By no later than sixty (60) days after the Agreement Date, Princeton shall prepare and file with the SEC a registration statement under the Securities Act on an appropriate form reasonably acceptable to SBI covering the shares of Princeton Common Stock to be issued pursuant to Section 12 this Agreement and shall use its Best Efforts to cause the same to become effective, and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same (such registration statement, and any amendments and supplements thereto, is referred to as the "REGISTRATION STATEMENT"). The Registration Statement shall include the Proxy Statement for use in connection with the meeting of the United States Securities Exchange Act SBI Stockholders referred to in Section 6.12 of 1934this Agreement, as amended (the “1934 Act”), and Vista has filed all in accordance with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations of the SEC thereunder SEC. Princeton shall, as soon as practicable after the execution of this Agreement, make all filings required to obtain all permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of the shares of Princeton Common Stock to SBI Stockholders. In advance of any filing made under this Section, Princeton and did not contain any untrue statement SBI and their respective counsel shall be provided with the opportunity to comment thereon, and Princeton and SBI each agree promptly to advise each other and each other's counsel of material fact or omit to state any material fact communication received by it or its counsel from the SEC or any other Regulatory Authorities with respect to such filings. Preparation and filing of the Registration Statement shall be at the sole cost and expense of Princeton, except that SBI shall be solely responsible for the costs and expenses, including fees of SBI's accountants and legal counsel, related to the preparation and review of SBI financial statements and SBI information required to be stated therein or necessary to make the statements therein, presented in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements Registration Statement and the published rules costs of printing and regulations of mailing the SEC with respect thereto, and are reconciled Proxy Statement to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXSBI Stockholders.

SEC Registration. The Vista Shares are registered pursuant to Section 12 (a) As soon as practicable following the date of this Agreement, (i) RYFL and FNWD shall prepare a joint proxy statement (or similar disclosure document) (the “Joint Proxy Statement”), in accordance with the rules and regulations of the United States SEC, to be used in connection with the RYFL Stockholders’ Meeting and the FNWD Stockholders’ Meeting to obtain approval of the Merger, and any other matters required to be approved or adopted, by each party’s respective stockholders, and (ii) FNWD shall prepare and file with the SEC a registration statement on an appropriate form under the Securities Exchange Act of 19341933, as amended (the “1934 1933 Act”), and Vista has filed in accordance with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations of the SEC thereunder and did not contain any untrue statement SEC, covering the shares of material fact or omit to state any material fact required FNWD Common Stock to be stated therein or necessary issued pursuant to make this Agreement and containing a prospectus for that purpose and made a part thereof (the statements therein“Prospectus,” and together with the Joint Proxy Statement, the “Joint Proxy Statement/Prospectus”). The registration statement referred to in the preceding sentence, and any amendments and supplements thereto, is referred to in this Agreement as the “Registration Statement.” The Registration Statement shall include the Joint Proxy Statement/Prospectus, and, in the light case of the circumstances under Joint Proxy Statement, the disclosures in which they were madeshall be reasonably acceptable to FNWD and RYFL, not misleading. The financial statements (including and shall incorporate all appropriate comments thereto prior to the related notes) of Vista included in Vista’s SEC Documents comply in all material respects time it is initially filed with the applicable accounting requirements SEC or any amendments are filed with the SEC. FNWD shall use its best reasonable efforts to cause the Registration Statement to become effective and thereafter, until the published rules Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and regulations supplement the same. FNWD shall, as soon as practicable after filing the Registration Statement, make all filings required to obtain all blue sky exemptions, authorizations, consents, or approvals required for the issuance of FNWD Common Stock pursuant to this Agreement. (b) The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect theretoto the Registration Statement. FNWD shall promptly notify RYFL upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Joint Proxy Statement/Prospectus, as the case may be, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) shall provide RYFL with copies of all correspondence between FNWD and the SEC. If prior to the extent required Effective Time any event occurs with respect to RYFL, FNWD, or any of their respective Subsidiaries, or any change occurs with respect to information supplied by and or on behalf of RYFL or FNWD, respectively, for inclusion in accordance with Regulation S-X of the SEC, and fairly present in all material respects Joint Proxy Statement/Prospectus or the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectRegistration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus or the Registration Statement, RYFL or FNWD, as applicable, shall promptly notify the other of such event, and RYFL or FNWD, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinJoint Proxy Statement/Prospectus and the Registration Statement and, as required by applicable Law, in light of disseminating the circumstances under which they were made, not misleading. The Vista Shares are information contained in such amendment or supplement to RYFL’s and FNWD’s respective stockholders. (c) If FNWD’s common stock becomes listed for trading on the TSX NASDAQ Stock Market (“NASDAQ”) after the date of this Agreement and prior to the AMEX and Vista is Effective Time, then FNWD shall use its reasonable best efforts to cause the shares of FNWD Common Stock to be issued in compliance with the rules Merger to be approved for listing on the NASDAQ Capital Market (subject to official notice of issuance) prior to the TSX and AMEXEffective Time.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable following the date of this Agreement, but in no event later than forty-five (45) days following the date hereof, the Company and Acquiror shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Acquiror shall use its reasonable best efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (the “1934 Act”), and Vista has filed Acquiror shall consult with the United States Securities Company with respect to such filing and Exchange Commission (shall afford the “SEC”) Company and made available its Representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Pescios all of its reports and other documents Company’s shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Proxy Statement or the United States Securities Act Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of 1933 any request by the SEC to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectProxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company’s shareholders and to Acquiror’s shareholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any application foreign or state securities or “blue sky” Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules Merger and the issuance of the TSX and AMEXAcquiror Common Stock consideration hereunder.

SEC Registration. II.3.1. The Vista Shares are registered pursuant Acquired Company shall furnish to Section 12 Parent such information, including information about the Acquired Company and the Subsidiaries (including the respective affiliates of the United States Securities Exchange Act any of 1934them), as amended (the “1934 Act”), may be necessary to enable Parent to prepare and Vista has filed file with the United States Securities and Exchange Commission (SEC a Registration Statement on Form S-4 under the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations promulgated thereunder, in respect of the SEC thereunder Parent Stock to be issued by reason of the Merger (such registration statement, including the prospectus and did not included therein the proxy statement to be furnished to the holders of the Acquired Company Stock, in each case together with any amendments or supplements thereto, being referred to in this Agreement as the "Registration Statement"). The Acquired Company covenants that the Acquired Company Information (as defined below) included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to the Acquired Company's stockholders, or at the time of the meeting of the Acquired Company's stockholders held to approve the Merger Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. If at any time prior to the Effective Time any event or circumstance should come to the attention of the Acquired Company with respect to the Acquired Company Information that is required to be set forth in an amendment or supplement to the Registration Statement, the Acquired Company shall immediately notify Parent and shall assist Parent in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 2.3.4 below. An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The financial statements Registration Statement insofar as it relates to information concerning the Acquired Company, the Subsidiaries or any of their respective businesses, assets, directors, officers, or stockholders or any other affiliates or other matters pertaining to the Acquired Company or any of the Subsidiaries that is supplied by the Acquired Company for inclusion in the Registration Statement, including by incorporation by reference to SEC filings (including the related notes"Acquired Company Information") of Vista included in Vista’s SEC Documents shall comply as to form and substance in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder; except that the Acquired Company shall have no liability or obligation for any information other than the Acquired Company Information. II.3.2. The Acquired Company shall instruct its accountants, KPMG Peat Marwick LLP, to deliver and shall use its reasonable best efforts to cause such accountants to deliver to Parent letters dated at the time the Registration Statement becomes effective and as of the Closing Date, addressed to Parent, each containing both (i) its opinion to the effect that the Acquired Company satisfies the tests applicable to it such that the Merger can be accounted for as a "pooling of interests", which opinion letters shall be substantially in the form of the opinion letter attached as II.3.3. Parent shall file the Registration Statement and use its reasonable best efforts to have it declared effective by the SEC with respect theretoas promptly as practicable, and are reconciled shall use its reasonable best efforts to United States generally accepted accounting principles (“U.S. GAAP”) take any action required to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present be taken to comply in all material respects with any applicable federal or state securities laws in connection with the consolidated financial position issuance of Vista and its consolidated subsidiaries Parent Stock in the Merger; except that such covenant of Parent is made, as to those portions of the dates thereof Registration Statement containing or required to contain Acquired Company Information, assuming and their consolidated results relying solely on timely and full compliance with Sections 2.3.1 and 2.3.2. II.3.4. Parent covenants that the Registration Statement, including Parent Reports and other Parent SEC filings incorporated by reference therein, shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to the Acquired Company's stockholders, or at the time of operations and cash flows for the periods then ended (subjectmeeting of the Acquired Company's stockholders held to approve the Merger, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading; except such covenant of Parent is made as to those portions of the circumstances under which they were madeRegistration Statement containing or required to contain Acquired Company Information, not misleading. The Vista Shares are listed for trading assuming and relying solely on the TSX timely and the AMEX and Vista is in full compliance with the rules of the TSX Sections 2.3.1 and AMEX2.

SEC Registration. The Vista Shares are registered pursuant (a) Blue River shall have primary responsibility for the preparation, filing and costs of, and shall as promptly as reasonably practicable following the date hereof, cause to Section 12 of be filed with the United States Securities Exchange Act of 1934SEC, as amended in a form reasonably acceptable to Blue River and Heartland, proxy materials which shall constitute the proxy statement/prospectus relating to the matters to be submitted to the Heartland shareholders and to the Blue River shareholders at their respective shareholder meetings (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “1934 Act”"Joint Proxy Statement/Prospectus"), and Vista has filed Blue River shall prepare and file with the United States Securities and Exchange Commission SEC a registration statement on Form S-4 (of which the “SEC”Joint Proxy Statement/Prospectus shall be a part) and made available with respect to the Pescios issuance of Blue River Common Stock in the Company Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). Blue River shall use reasonable efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Company Merger and the transactions contemplated thereby. (b) Blue River shall, as promptly as practicable after receipt thereof, provide Heartland with copies of any written comments and advise Heartland of any oral comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. Blue River shall provide Heartland with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/ Prospectus and the Form S-4 prior to filing such with the SEC and will provide Heartland with a copy of all of its reports and other documents such filings made with the SEC. (c) Blue River shall use reasonable efforts to take any action required to be filed taken under any applicable state securities laws in connection with the Company Merger. (d) Blue River will advise Heartland, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Blue River Common Stock issuable in connection with the Company Merger for offering or sale in any jurisdiction, or any request by Vista with the SEC for amendment of the Joint Proxy Statement/Prospectus or furnished by Vista the Form S-4. (e) If at any time prior to the SEC pursuant Effective Time any information relating to Blue River or Heartland, or their respective affiliates, officers or directors, should be discovered by, or communicated to, Blue River, which should be set forth in an amendment or supplement to any of the 1934 Act Form S-4 or the United States Securities Act Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations of the SEC thereunder and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on , Blue River shall, if not otherwise know by Heartland promptly notify Heartland and, to the TSX and the AMEX and Vista is in compliance extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the rules SEC and disseminated to the shareholders of the TSX Blue River and AMEXHeartland.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable following the date of this Agreement, but in no event more than forty-five (45) days following the date hereof, the Company and Acquiror shall prepare and Acquiror shall file with the SEC the Joint Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Acquiror shall use its reasonable best efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (Acquiror shall consult with the “1934 Act”)Company with respect to such filing and shall afford the Company and its representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Joint Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, and Vista has filed with Acquiror will use its reasonable best efforts to cause the United States Joint Proxy Statement to be mailed to Acquiror’s shareholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise and consult with the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Joint Proxy Statement or the United States Securities Act Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of 1933 any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectJoint Proxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinJoint Proxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company’s stockholders and to Acquiror’s shareholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any application foreign or state securities or “blue sky” Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules Merger and the issuance of the TSX and AMEXAcquiror Common Stock as consideration hereunder.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable following the Agreement Date, the Company and Acquiror shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Acquiror shall use its commercially reasonable efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (Acquiror shall consult with the “1934 Act”)Company with respect to such filing and shall afford the Company and its representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders, and Vista has filed with Acquiror will use its commercially reasonable efforts to cause the United States Proxy Statement to be mailed to Acquiror’s stockholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Proxy Statement or the United States Securities Act of 1933 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use commercially reasonable efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto. If prior to the Effective Time any event occurs with respect to the Company, Acquiror or any Subsidiary of the Company or Acquiror, respectively, or any change occurs with respect to information supplied by or on behalf of the Company or Acquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and are reconciled the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to United States generally accepted accounting principles the Proxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in disseminating the information contained in such amendment or supplement to the Company’s stockholders and to Acquiror’s stockholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “U.S. GAAP”Blue Sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger and the issuance of Acquiror Common Stock as consideration hereunder. Except as otherwise set forth in this Agreement, no amendment or supplement (including by incorporation by reference) to the extent required Registration Statement or the Proxy Statement shall be made without the approval of the Company or Acquiror, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Company, in connection with a Company Adverse Recommendation, may amend or supplement the Proxy Statement or the Registration Statement (including by incorporation by reference) pursuant to an amendment to effect such change, and in accordance such event, Acquiror’s approval right in this Section 7.2 shall apply only with Regulation S-X respect to such information relating to Acquiror or its business, financial condition or results of operations, and shall be subject to the right of Acquiror to have the Acquiror Board’s deliberations and conclusions be accurately described therein, and, provided further, that Acquiror, in connection with an Acquiror Adverse Recommendation, may amend or supplement the Proxy Statement or the Registration Statement (including by incorporation by reference) pursuant to an amendment to effect such change, and in such event, the Company’s approval right in this Section 7.2 shall apply only with respect to such information relating to the Company or its business, financial condition or results of operations, and shall be subject to the right of the SEC, Company to have the Company Board’s deliberations and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to conclusions be stated therein or necessary in order to make the statements accurately described therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEX.

SEC Registration. The Vista Shares are registered pursuant to Section 12 (a) First Personal shall prepare a proxy statement (or similar disclosure document), in accordance with the rules and regulations of the United States SEC, to be used in connection with the First Personal stockholders meeting to obtain approval for the Merger (the “Proxy Statement”), and NWIN shall prepare and file with the SEC, no later than 45 days after the date of this Agreement (provided that each party has timely provided all information requested in writing by the other party or its counsel), a registration statement on an appropriate form under the Securities Exchange Act of 19341933, as amended (the “1934 1933 Act”), covering the shares of NWIN common stock to be issued pursuant to this Agreement, in which the Proxy Statement will be included. Such registration statement and Vista has filed any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” NWIN shall use its best reasonable efforts to cause the Registration Statement to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. NWIN shall, as soon as practicable after filing the Registration Statement, make all filings required to obtain all blue sky exemptions, authorizations, consents, or approvals required for the issuance of NWIN common stock pursuant to this Agreement. (b) The parties shall use reasonable best efforts to respond (with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required Registration Statement. If prior to the Effective Time any event occurs with respect to First Personal, NWIN, or any of their respective Subsidiaries, or any change occurs with respect to information supplied by and or on behalf of First Personal or NWIN, respectively, for inclusion in accordance with Regulation S-X of the SEC, and fairly present in all material respects Proxy Statement or the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectRegistration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, First Personal or NWIN, as applicable, shall promptly notify the other of such event, and First Personal or NWIN, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Law, in light of disseminating the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is information contained in compliance with the rules of the TSX and AMEXsuch amendment or supplement to First Personal’s stockholders.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable following the date of this Agreement, but in no event later than sixty (60) days following the date hereof, the Company and Acquiror shall prepare and file with the SEC the Joint Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Acquiror shall use its reasonable best efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (the “1934 Act”), and Vista has filed Acquiror shall consult with the United States Securities Company with respect to such filing and Exchange Commission (shall afford the “SEC”) Company and made available its Representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Joint Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Pescios all of its reports and other documents Company’s shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Joint Proxy Statement or the United States Securities Act of 1933 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectJoint Proxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinJoint Proxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company’s shareholders and to Acquiror’s shareholders. Acquiror shall make all necessary filings required to be made under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules Merger and the issuance of Acquiror Common Stock in connection with the TSX and AMEXPer Share Merger Consideration.

SEC Registration. The Vista Shares are registered pursuant to Section 12 (a) As soon as practicable following the date of this Agreement, SBI (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations of the United States Securities Exchange Act of 1934SEC, as amended to be used in connection with the SBI shareholders meeting or approval for the merger (the “1934 ActProxy Statement”), and Vista has filed Horizon shall prepare and file with the United States Securities SEC a joint registration and Exchange Commission (proxy or information statement on an appropriate form under the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 1933, as amended (the “1933 Act”) since January 1covering the shares of Horizon Common Stock to be issued pursuant to this Agreement and containing the Proxy Statement to be used for the SBI Shareholders’ Meeting, 2003 (collectively, “Vista’s SEC Documents”)as applicable. As of its respective date (giving effect to Such registration statement and any amendments and modifications filed supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall use its reasonable best efforts to cause the same to become effective and thereafter, until the Effective Time or furnished prior termination of this Agreement, to September 21keep the same effective and, 2006if necessary, amend and supplement the same. Horizon shall, as soon as practicable after filing the Registration Statement (but not to exceed 75 days), each make all filings required to obtain all blue sky exemptions, authorizations, consents, or approvals required for the issuance of Vista’s SEC Documents complied Horizon common stock. (b) The parties shall use reasonable best efforts to respond (with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required Registration Statement. If prior to the Effective Time any event occurs with respect to SBI, Horizon, or any Subsidiary of SBI or Horizon, respectively, or any change occurs with respect to information supplied by and or on behalf of SBI or Horizon, respectively, for inclusion in accordance with Regulation S-X of the SEC, and fairly present in all material respects Proxy Statement or the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectRegistration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, SBI or Horizon, as applicable, shall promptly notify the other of such event, and SBI or Horizon, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Law, in light of disseminating the circumstances under which they were made, not misleading. The Vista Shares are listed information contained in such amendment or supplement to SBI’s shareholders. (c) Horizon will use reasonable best efforts to list for trading on the TSX and NASDAQ Global Select Market (subject to official notice of issuance) prior to the AMEX and Vista is Effective Time, the shares of Horizon common stock to be issued in compliance with the rules of the TSX and AMEXMerger.

SEC Registration. The Vista Shares are registered pursuant For the purposes (x) of registering the Horizon Common Stock to Section 12 be offered to holders of LPB Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the LPB shareholders meeting, as soon as practicable following the date of this Agreement, LPB (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations of the United States Securities Exchange Act of 1934SEC, as amended to be used in connection with the LPB shareholders meeting to obtain approval for the Merger (the “1934 ActProxy Statement”), and Vista has filed Horizon shall use its reasonable best efforts to prepare and file with the United States Securities and Exchange Commission SEC, no later than 45 days after the date of this Agreement (provided that each party has timely provided all information requested in writing by the “SEC”) and made available to other party or its counsel), a registration statement on Form S-4 under the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 1933, as amended (the “1933 Act”) since January 1covering the shares of Horizon common stock to be issued pursuant to this Agreement, 2003 (collectively, “Vista’s SEC Documents”)in which the Proxy Statement will be included as a prospectus. As of its respective date (giving effect to Such registration statement and any amendments and modifications filed or furnished supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide LPB and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to September 21, 2006), each of Vista’s SEC Documents complied the time it is initially filed with the requirements SEC or any amendments are filed with the SEC. Horizon shall use its best reasonable efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the 1934 Act same effective and, if necessary, amend and supplement the 1933 Act (same. Horizon shall, as applicable) and soon as practicable after filing the rules and regulations of the SEC thereunder and did not contain any untrue statement of material fact or omit to state any material fact Registration Statement, make all filings required to be stated therein obtain all blue sky exemptions, authorizations, consents or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent approvals required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case issuance of unaudited statements, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXHorizon common stock.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable following the date of this Agreement, the Company and Acquiror shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Acquiror shall use its commercially reasonable efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (the “1934 Act”), and Vista has filed Acquiror shall consult with the United States Securities Company with respect to such filing and Exchange Commission (shall afford the “SEC”) Company and made available its representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Pescios all of its reports and other documents Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Proxy Statement or the United States Securities Act of 1933 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use commercially reasonable efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectProxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company’s stockholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules Merger and the issuance of the TSX and AMEXAcquiror Common Stock.

SEC Registration. The Vista Shares are registered pursuant As soon as practicable following the date of this Agreement, but in no event later than thirty (30) days following the date hereof, the Company and Acquiror shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Acquiror shall use its reasonable best efforts to Section 12 have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the United States Securities Exchange Act of 1934Registration Statement, as amended (the “1934 Act”), and Vista has filed Acquiror shall consult with the United States Securities Company with respect to such filing and Exchange Commission (shall afford the “SEC”) Company and made available its representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Pescios all of its reports and other documents Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be filed taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by Vista with or furnished by Vista to the SEC pursuant to amend the 1934 Act Proxy Statement or the United States Securities Act of 1933 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements assistance of the 1934 Act and the 1933 Act (other party) as applicable) and the rules and regulations of the SEC thereunder and did not contain promptly as practicable to any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply in all material respects with the applicable accounting requirements and the published rules and regulations comments of the SEC with respect thereto, and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) . If prior to the extent required by and in accordance Effective Time any event occurs with Regulation S-X respect to the Company, Acquiror or any Subsidiary of the SECCompany or Acquiror, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as respectively, or any change occurs with respect to information supplied by or on behalf of the dates thereof and their consolidated results of operations and cash flows Company or Acquiror, respectively, for inclusion in the periods then ended (subjectProxy Statement or the Registration Statement that, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact is required to be stated therein described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary in order amendment or supplement to make the statements thereinProxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in light of disseminating the circumstances information contained in such amendment or supplement to the Company’s stockholders and to Acquiror’s stockholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under which they were madethe Securities Act, not misleading. The Vista Shares are listed for trading on the TSX Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the AMEX rules and Vista is regulations thereunder in compliance connection with the rules Merger and the issuance of the TSX and AMEXAcquiror Common Stock.

SEC Registration. The Vista Shares are registered pursuant (a) Chadmoore shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to Section 12 cause each Subsidiary to, furnish to Nextel such information about Chadmoore and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the United States shares of Nextel Common Stock to be issued by reason of the consummation of the transactions contemplated by this Agreement (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of Chadmoore's common stock, in each case together with any amendments or supplements thereto, the "REGISTRATION STATEMENT"). Chadmoore shall use its commercially reasonable efforts so that the Chadmoore Information included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to Chadmoore's shareholders, or at the time of the meeting of the shareholders of Chadmoore to approve the Reorganization, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Closing Date any event or circumstance should come to the attention of Chadmoore with respect to the Chadmoore Information which is required to be set forth in an amendment or supplement to the Registration Statement, Chadmoore will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.02(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Securities Exchange Act of 1934, as amended (the “1934 Act”"EXCHANGE ACT") that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning Chadmoore, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by Chadmoore for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "CHADMOORE INFORMATION"), will comply as to form and Vista has filed with the United States Securities and Exchange Commission (the “SEC”) and made available to the Pescios all of its reports and other documents required to be filed by Vista with or furnished by Vista to the SEC pursuant to the 1934 Act or the United States Securities Act of 1933 (the “1933 Act”) since January 1, 2003 (collectively, “Vista’s SEC Documents”). As of its respective date (giving effect to amendments and modifications filed or furnished prior to September 21, 2006), each of Vista’s SEC Documents complied with the requirements of the 1934 Act and the 1933 Act (as applicable) and the rules and regulations of the SEC thereunder and did not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Vista included in Vista’s SEC Documents comply substance in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of thereunder and the SEC with respect theretoExchange Act and the rules and regulations thereunder; except that Chadmoore shall have no liability or obligation for any information other than the Chadmoore Information. (b) Chadmoore shall instruct its accountants to deliver and shall use its commercially reasonable efforts to cause its accountants, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and are reconciled to United States generally accepted accounting principles (“U.S. GAAP”) to the extent required by and in accordance with Regulation S-X of the SEC, and fairly present in all material respects the consolidated financial position of Vista and its consolidated subsidiaries as of the dates thereof Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about Chadmoore and their consolidated results of operations and cash flows its Subsidiaries expressly for the periods then ended (subject, inclusion in the case of unaudited statementsRegistration Statement, and in a form and substance reasonably satisfactory to normal and recurring year-end audit adjustments). As of September 21, 2006, Vista’s SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Vista Shares are listed for trading on the TSX and the AMEX and Vista is in compliance with the rules of the TSX and AMEXNextel.