Common use of Cautionary Statement Regarding Forward Clause in Contracts

Cautionary Statement Regarding Forward. Looking Statements This document contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “may”, “can”, “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, “estimate” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of Sterling or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #

Cautionary Statement Regarding Forward. Looking Statements This document The information set forth below contains certain “forward-looking statements” statements within the meaning of the safe harbor provisions U.S. federal securities laws. Forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of the United States Private Securities Litigation Reform Act of 1995historical fact. Forward-looking statements may be identified by the use of words such as like “expect,” “anticipate”, ,” “intend,” “forecast,” “outlook,” “will,” “may”, ,” “can”, might,” “believe”, “expect”, “project”, “intend”, potential,” “likely”, ,” “target,” “plan”, ,” “contemplate,” “seek”, ,” “attempt,” “should”, ,” “could,” “would”” or expressions of similar meaning. Forward-looking statements reflect management’s good faith evaluation of information currently available and are based on management’s current expectations and assumptions regarding our business, “estimate” the economy and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical factsconditions. These Because forward-looking statements relate to the future, they are subject to numerous inherent uncertainties, risks and uncertaintieschanges in circumstances that are difficult to predict, including, among others, those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2014 and those discussed in the section entitled “Risk Factors” in the Big Heart Pet Annual Report on Form 10-K for the fiscal year ended April 27, 2014 and in our subsequent Quarterly Reports on Form 10-Q and in Big Heart Pet’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 25, 2015. Actual Specific factors that may impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Our actual results may differ materially from any future results, performance, or achievements expressed or implied by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results discussed to differ materially from those in the forward-looking statements include economic, business, competitive, market and regulatory conditions and the following: volatility of commodity markets from which raw materials, particularly green coffee beans, peanuts, soybean oil, wheat, milk, corn, and sugar, are procured and the related impact on costs; risks associated with derivative and purchasing strategies we employ to manage commodity pricing risks, including the risk that such strategies could result in significant losses and adversely impact our liquidity; crude oil price trends and their impact on transportation, energy, and packaging costs; the availability of reliable transportation, which may be affected by the cost of fuel, regulations affecting the industry, labor shortages, service failures by third-party service providers, accidents, or natural disasters, on acceptable terms; our ability to successfully implement and realize the full benefit of price changes that are intended to ultimately fully recover cost, including the competitive, retailer, and consumer response, and the impact of the timing of the price changes to profits and cash flow in a particular period; the success and cost of introducing new products and the competitive response; the success and cost of marketing and sales programs and strategies intended to promote growth in our businesses; general competitive activity in the market, including competitors’ pricing practices and promotional spending levels; our ability to successfully integrate acquired and merged businesses in a timely and cost-effective manner and retain key suppliers, customers, and employees; the impact of food security concerns involving either our products or our competitors’ products; the impact of accidents, extreme weather, and natural disasters, including crop failures and storm damage; the concentration of certain of our businesses with key customers and suppliers, including single-source suppliers of certain key raw materials, such as packaging for our Folgers coffee products, and finished goods, such as K-Cup® packs, and the ability to manage and maintain key relationships; the loss of significant customers, a substantial reduction in orders from these customers, or the bankruptcy of any such customer; changes in consumer coffee preferences and other factors affecting our coffee businesses, which represent a substantial portion of our business; a change in outlook or downgrade in our public credit ratings by a rating agency; our ability to obtain any required financing on a timely basis and on acceptable terms; the ability of the Company to generate sufficient cash flow to meet its deleveraging objectives within the time frames currently anticipated; the timing and amount of capital expenditures, share repurchases, and restructuring costs; impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets or changes in useful lives of other intangible assets; the impact of new or changes to existing governmental laws and regulations and their application; the impact of future legal, regulatory, or market measures regarding climate change; the outcome of current and future tax examinations, changes in tax laws, and other tax matters, and their related impact on our tax positions; foreign currency and interest rate fluctuations; political or economic disruption; other factors affecting share prices and capital markets generally; our ability to integrate acquired businesses into our operations, including Big Heart Pet; our ability to consummate the Mergers; our ability to pursue alternatives to the Mergers; business uncertainties while the Mergers are pending; our ability to realize the anticipated benefits of the Mergers, the time required to realize such benefits, if any, and our ability to integrate the two businesses; the effect of direct and indirect costs we have incurred and will incur as a result of the Mergers; the accuracy of our unaudited pro forma condensed combined financial information; and other risks, including the risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended April 30, 2014 and in our subsequent Quarterly Reports on Form 10-Q and in the “Risk Factors” section of the Big Heart Pet Annual Report on Form 10-K for the fiscal year ended April 27, 2014 and in Big Heart Pet’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 25, 2015. Users are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented here. We do not undertake any obligation to update or revise these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of Sterling or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of reflect new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #circumstances.

Cautionary Statement Regarding Forward. Looking Statements LOOKING STATEMENTS This document contains certain “proxy statement/prospectus, including information incorporated by reference into this proxy statement/prospectus, may contain forward-looking statements” within the meaning , including, for example, but not limited to, statements about management expectations, strategic objectives, strategic opportunities, growth opportunities, business prospects, regulatory proceedings, transaction synergies and other benefits of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995Merger, and other similar matters. Forward-looking statements may be identified by the use of words such as “anticipate”, “may”, “can”, “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, “estimate” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical factsfacts and represent only Euronav’s or Gener8’s beliefs regarding future events, which are inherently uncertain. These Forward-looking statements are typically identified by words such as “anticipates,” “believes,” “budgets,” “could,” “estimates,” “expects,” “forecasts,” “foresees,” “goal,” “intends,” “likely,” “may,” “might,” “plans,” “projects,” “schedule,” “should,” “target,” “will,” or “would” and similar expressions, although not all forward-looking information contains these identifying words. By their very nature, forward-looking statements require Euronav and Gener8 to make assumptions and are subject to numerous inherent risks and uncertaintiesuncertainties that give rise to the possibility that Euronav’s or Gener8’s predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that Euronav’s or Gener8’s assumptions may not be correct and that Euronav’s or Gener8’s objectives, strategic goals and priorities will not be achieved. Actual Gener8 and Euronav caution readers not to place undue reliance on these statements, as a number of important factors could cause actual results may to differ materially from the results discussed expectations expressed in these such forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s controlstatements. These risks and uncertainties factors include, but are not limited to, the followingpossibility that the Merger does not close when expected or at all because required shareholder approval is not received or other conditions to the closing are not satisfied on a timely basis or at all; that Gener8 and Euronav may be required to modify the terms and conditions of the Merger Agreement to achieve shareholder approval, or that the anticipated benefits of the Merger are not realized as a result of such things as the weakness of the economy and competitive factors in the seaborne transportation area in which Euronav and Gener8 do business; potential litigation arising from the Merger Agreement and/or the Merger; the Merger’s effect on the relationships of Euronav or Gener8 with their respective customers and suppliers, whether or not the Merger is completed; Euronav’s shareholders’ and Gener8’s shareholders’ reduction in their percentage ownership and voting power; the challenges presented by the integration of Euronav and Gener8; the uncertainty of third-party approvals; the significant transaction and merger-related integration costs; loss or reduction in business from Euronav’s or Gener8’s significant customers or the significant customers of the commercial pools in which Euronav and Gener8 participate; changes in the values of Euronav’s and Gener8’s vessels, newbuildings or other assets; the failure of Euronav’s or Gener8’s significant customers, shipyards, pool managers or technical managers to perform their obligations owed to Euronav or Gener8; the loss or material downtime of significant vendors and service providers; Euronav’s or Gener8’s failure, or the failure of the commercial pools in which Euronav and Gener8 participate, to successfully implement a profitable chartering strategy; termination or change in the nature of Euronav’s or Gener8’s relationship with any of the commercial pools in which they participate; changes in demand for Euronav’s and Gener8’s services; a material decline or prolonged weakness in rates in the tanker market; changes in production of or demand for oil and petroleum products, generally or in particular regions; greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; adverse weather and natural disasters, acts of piracy, terrorist attacks and international hostilities and instability; changes in rules and regulations applicable to the tanker industry (including changes in the laws and regulations regulating the seaborne transportation or refined petroleum products industries or affecting domestic and foreign operations), including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries; actions taken by regulatory authorities; actions by the courts, the U.S. Coast Guard, the U.S. Department of Justice or other governmental authorities and the results of the legal proceedings to which Euronav or Gener8 or any of their vessels may be subject; changes in trading patterns significantly impacting overall tanker tonnage requirements; any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery; the highly cyclical nature of Euronav’s and Gener8’s industry; changes in the typical seasonal variations in tanker charter rates; changes in the cost of other modes of oil transportation; changes in oil transportation technology; increases in costs including without limitation: failure crew wages, fuel, insurance, provisions, operating, repairs and maintenance, bunker prices, dry-docking and insurance costs; the adequacy of insurance to obtain the approval of shareholders of Sterling or Umpqua cover Euronav’s and Gener8’s losses, including in connection with maritime accidents or spill JOB: TVNY / tv493203-424b3 / 06-summary Page: 22 / 22 Proof Date: 05/10/18 @ 11:4 a.m. events; changes in the mergercondition of Euronav’s and Gener8’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, Euronav’s and Gener8’s anticipated drydocking or maintenance and repair costs); changes in the itineraries of Euronav’s and Gener8’s vessels; adverse changes in foreign currency exchange rates affecting Euronav’s or Gener8’s expenses; the timing fulfillment of the closing conditions under, or the execution of customary additional documentation for, Euronav’s and Gener8’s agreements to consummate indirectly acquire vessels and borrow under their existing financing arrangements; Euronav and Gener8’s level of indebtedness and the proposed mergereffect of Euronav’s and Gener8’s indebtedness on their ability to finance operations, pursue desirable business operations and successfully run their business in the future; financial market conditions; sourcing, completion and funding of financing on acceptable terms; Euronav’s and Gener8’s ability to generate sufficient cash to service their indebtedness and comply with the covenants and conditions under their debt obligations; the impact of electing to take advantage of certain exemptions applicable to emerging growth companies; general market conditions, including the market for vessels and fluctuations in spot and charter rates and vessel values; disruption of shipping routes due to accidents or political events; vessel breakdowns and instances of off-hires; the supply of and demand for vessels comparable to the vessels of Euronav and Gener8; delays and cost overruns in construction projects; the availability of skilled workers and the related labor costs; the failure of counterparties to fully perform their contracts; the ability to successfully integrate the two companies; the risk that a condition to closing expected synergies and benefits of the proposed merger may Merger will not be satisfiedrealized within the expected time frame or at all; the risk that ability of Gener8 to continue as a regulatory approval going concern; reputational risks; and other factors that may be required affect future results of Euronav and Gener8, including changes in trade policies, changes in tax laws, technological and regulatory changes, and adverse developments in general market, business, economic, labor, regulatory and political conditions. Gener8 and Euronav caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the Merger and the future results of Euronav or Gener8, including factors described in Euronav’s annual report on Form 20-F for the proposed merger year ended December 31, 2017, which is incorporated by reference herein and other important factors described in Euronav’s filings with the SEC, Gener8’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on March 15, 2018, and amended on April 30, 2018 and on May 4, 2018, and other important factors described in Gener8’s filings with the SEC, each of which is incorporated by reference into this proxy statement/prospectus. The forward-looking statements speak only as of the date of this proxy statement/prospectus, in the case of forward-looking statements contained in this proxy statement/ prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. When relying on Euronav’s or Gener8’s forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by applicable law or regulation, Gener8 and Euronav do not obtained or is obtained subject undertake to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new informationwritten or oral, future to reflect events or otherwise. For additional information concerning factors that could cause actual conditions, events circumstances after the date of this proxy statement/prospectus or results to materially differ from those described in reflect the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis occurrence of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #unanticipated events.

Cautionary Statement Regarding Forward. Looking Statements LOOKING STATEMENTS This document contains joint proxy statement/prospectus, and the documents to which Penn Virginia and Denbury refer you in this joint proxy statement/prospectus, as well as oral statements made or to be made by Penn Virginia and Denbury, include certain “forward-looking statements” within the meaning of the safe harbor provisions Section 27A of the United States Private Securities Litigation Reform Act of 19951933 and Section 21E of the Securities Exchange Act of 1934. ForwardAll statements, other than statements of historical fact, included in this joint proxy statement/prospectus that address activities, events or developments that Denbury or Penn Virginia expects, believes or anticipates will or may occur in the future are forward-looking statements may be identified by the use of words statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate”, ,” “potential,” “create,” “intend,” “could,” “may”, ,” “can”, “believe”, “expect”, “project”, “intend”, “likely”, foresee,” “plan”,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, “seek”actions, “should”or events identify forward-looking statements. However, “would”, “estimate” and similar expressions and any other the absence of these words does not mean that the statements that predict or indicate future events or trends or that are not statements of historical factsforward-looking. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties include, but are not limited to, statements regarding the followingMerger, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this joint proxy statement/prospectus. These include: failure • the expected timing and likelihood of completion of the Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Merger that could reduce anticipated benefits or cause the parties to obtain abandon the approval Merger; • the ability to successfully integrate the businesses; • the occurrence of any event, change or other circumstances that could give rise to the termination of or amendment to the Merger Agreement; • the possibility that Denbury stockholders may not approve the Denbury Issuance Proposal or the Denbury Charter Amendment Proposal or that Penn Virginia shareholders of Sterling or Umpqua in connection with may not approve the mergerPenn Virginia Merger Proposal; the timing to consummate the proposed merger; • the risk that a condition to closing of the proposed merger parties may not be satisfiedable to satisfy the conditions to the Merger in a timely manner or at all; • the risk that a regulatory approval any announcements relating to the Merger by Denbury, Penn Virginia or others could have adverse effects on the market price of Denbury Common Stock or Penn Virginia Common Stock; • the risk that the Merger and its announcement could have an adverse effect on the ability of Denbury and Penn Virginia to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; • the risk the pending Merger could distract management of both entities from ongoing business operations or cause them to incur substantial costs; • the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; and • the risk that the combined company may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability unable to achieve the synergies anticipated financial benefits of the Merger or it may take longer than expected to achieve the anticipated financial benefits of the Merger and value creation contemplated by other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Denbury or Penn Virginia’s control, including those detailed in Denbury’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at xxx.xxxxxxx.xxx and on the proposed merger; SEC’s website at xxx.xxx.xxx , and those detailed in Penn Virginia’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Penn Virginia’s website at xxx.xxxxxxxxxxxx.xxx and on the parties’ ability SEC’s website at xxx.xxx.xxx . All forward-looking statements are based on assumptions that Denbury or Penn Virginia believe to promptly be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and effectively integrate the businesses of Sterling Denbury and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua Penn Virginia undertake no obligation (and expressly disclaim any such obligation) to publicly correct or update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. For additional information concerning factors that could cause actual conditions, events or results Readers are cautioned not to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the place undue reliance on these forward-looking statements will transpire or occur, or if any that speak only as of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #date hereof.

Cautionary Statement Regarding Forward. Looking Statements This document contains certain “"forward-looking statements” " within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “"anticipate”", “"may”", “"can”", “"believe”", “"expect”", “"project”", “"intend”", “"likely”", “"plan”", “"seek”", “"should”", “"would”", “"estimate” " and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s 's and Umpqua’s 's control. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of Sterling or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ' ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ' ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s 's and Sterling’s 's most recent Form 10-K and 10-Q reports and to Sterling’s 's and Umpqua’s 's most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or SterlingXxxxxx xx Xxxxxxxx. # # ## Exhibit 10.2

Cautionary Statement Regarding Forward. Looking Statements This document communication contains certain “forward-looking statements” statements within the meaning of the safe harbor provisions Section 27A of the United States Private Securities Litigation Reform Act of 19951933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. ForwardYou can generally identify forward-looking statements may be identified by the use of words forward-looking terminology such as “anticipate”, ,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may”, ,” “can”, might,” “believe”, plan,” “expect”, potential,” “predict,” “project”, “intend”, “likely”, “plan”, ,” “seek”, ,” “should”, ,” or “would”, “estimatewill,” and similar expressions and any or the negative thereof or other statements that predict variations thereon or indicate future events or trends or that are not statements of historical factscomparable terminology. These forward-looking statements are subject to numerous risks only predictions and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, involve known and unknown risks and uncertainties, many of which are difficult to predict and are generally beyond SterlingADTRAN’s and UmpquaADVA’s control. These risks and uncertainties forward-looking statements include, but are not limited to, statements regarding benefits of the followingproposed business combination, integration plans and expected synergies, and anticipated future growth, financial and operating performance and results. Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted or expected. No assurance can be given that these forward-looking statements will prove accurate and correct, or that projected or anticipated future results will be achieved. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to: failure the expected timing and likelihood of the completion of the contemplated business combination, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the contemplated business combination that could reduce anticipated benefits or cause the parties to obtain abandon the approval of shareholders of Sterling or Umpqua in connection with the mergertransaction; the timing occurrence of any event, change or other circumstances that could give rise to consummate the termination of the business combination agreement; the ability to successfully complete the proposed mergerbusiness combination; regulatory or other limitations imposed as a result of the proposed business combination; the success of the business following the proposed business combination; the ability to successfully integrate the ADTRAN and ADVA businesses; the possibility that ADTRAN stockholders may not approve the business combination agreement or that the requisite number of ADVA shares may not be tendered in the public offer; the risk that a condition the parties may not be able to satisfy the conditions to closing of the proposed merger business combination in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed business combination; the risk that the announcement or consummation of the proposed business combination could have adverse effects on the market price of ADTRAN’s common stock or ADVA’s common shares or the ability of ADTRAN and ADVA to retain customers, retain or hire key personnel, maintain relationships with their respective suppliers and customers, and on their operating results and businesses generally; the risk that Acorn HoldCo may be unable to achieve expected synergies or that it may take longer or be more costly than expected to achieve those synergies; the risk of fluctuations in revenue due to lengthy sales and approval process required by major and other service providers for new products; the risk posed by potential breaches of information systems and cyber-attacks; the risks that ADTRAN, ADVA or the post-combination company may not be able to effectively compete, including through product improvements and development; and such other factors as are set forth in ADVA’s annual and interim financial reports made publicly available and ADTRAN’s and Acorn HoldCo’s public filings made with the SEC from time to time, including but not limited to those described under the headings “Risk Factors” and “Forward-Looking Statements” in ADTRAN’s Form 10-K for the fiscal year ended December 31, 2020 and ADTRAN’s Form 10-Q for the quarterly period ended June 30, 2021, which are available via the SEC’s website at xxx.xxx.xxx. The foregoing list of risk factors is not exhaustive. These risks, as well as other risks associated with the contemplated business combination, will be more fully discussed in the proxy statement/prospectus and the offering prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC and in an offering document and/or any prospectuses or supplements to be filed with BaFin in connection with the contemplated business combination. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than ADTRAN, ADVA or Acorn HoldCo has described. All such factors are difficult to predict and beyond our control. All forward-looking statements included in this document are based upon information available to ADTRAN, ADVA and Acorn HoldCo on the date hereof, and each of ADTRAN, ADVA and Acorn HoldCo disclaims and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. It should also be noted that projected financial information for the combined businesses of ADTRAN and ADVA is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of ADTRAN or ADVA. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to, the risks that: a condition to the closing of the proposed business combination may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger business combination is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability ADTRAN is unable to achieve the synergies and value creation contemplated by the proposed mergerbusiness combination; the parties’ ability ADTRAN is unable to promptly and effectively integrate ADVA’s businesses; management’s time and attention is diverted on transaction related issues; disruption from the businesses of Sterling transaction makes it more difficult to maintain business, contractual and Umpquaoperational relationships; the diversion credit ratings of management time on issues related the combined company declines following the proposed business combination; legal proceedings are instituted against ADTRAN, ADVA or the combined company; ADTRAN, ADVA or the combined company is unable to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulationsretain key personnel; and changes in general economic conditions. Sterling the announcement or the consummation of the proposed business combination has a negative effect on the market price of the capital stock of ADTRAN and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update common shares of ADVA or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpquaon ADTRAN’s and SterlingADVA’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxxoperating results. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do sooccur, what impact they will have on the results of operations or operations, financial condition or cash flows of Umpqua ADTRAN or SterlingADVA. # # #Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the proposed transaction and/or ADTRAN or ADVA, ADTRAN’s ability to successfully complete the proposed transaction and/or realize the expected benefits from the proposed transaction. You are cautioned not to rely on ADTRAN’s and ADVA’s forward-looking statements. These forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Neither ADTRAN nor ADVA assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date. The Offer This communication is neither an offer to purchase nor a solicitation of an offer to sell shares in ADVA. The offer itself, as well as its terms and conditions and further provisions concerning the offer, will be set forth in the offer document following the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) permission to publish the offer document. Investors and holders of shares in ADVA are strongly advised to thoroughly read the offer document and all other relevant documents regarding the offer upon their availability since they will contain important information. The offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws. Annex 4.6 - 4 ADVA Customer / Partner / Supplier Letter Subject: Important Update Dear [NAME], I am writing to inform you of an exciting development at our company. We announced that ADVA has entered into a business combination agreement with ADTRAN, a U.S.-based global leader in fiber access, fiber extension and subscriber connectivity solutions, to combine our two companies. We believe our combination will create many opportunities to better serve end-to-end fiber networking solutions spanning metro edge, aggregation, access and subscriber connectivity. Additionally, we anticipate that by utilizing our collective world-class R&D and engineering teams, we will be better positioned to accelerate innovation and offer our customers differentiated solutions. Going forward, it will be business as usual and all existing customer, partner and supplier relationships will remain intact. Until we receive all required regulatory approvals and close the transaction, ADVA and ADTRAN will continue to operate as separate companies. As we integrate the two companies, we will be focused on the best ways to offer our enhanced value proposition and partner with you. If you have any questions, please do not hesitate to contact your ADVA representative with any questions or concerns. Once again, we greatly appreciate your partnership as we begin our next chapter. We look forward to speaking with you soon. Yours sincerely, Xxxxx Xxxxxxx CEO of ADVA Important Information For Investors And Stockholders This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. In connection with the proposed transaction between ADTRAN and ADVA, Acorn HoldCo, Inc. (“Acorn HoldCo”) is expected to file a Registration Statement on Form S-4 with the SEC that will include (1) a proxy statement of ADTRAN that will also constitute a prospectus for Acorn HoldCo and (2) an offering prospectus of Acorn HoldCo to be used in connection with Acorn HoldCo’s offer to acquire ADVA shares held by U.S. holders. When available, ADTRAN will mail the proxy statement/prospectus to its stockholders in connection with the vote to approve the merger of ADTRAN and an indirect wholly-owned subsidiary of Acorn HoldCo, and Acorn HoldCo will distribute the offering prospectus to ADVA shareholders in the United States in connection with Acorn HoldCo’s offer to acquire all of the outstanding shares of ADVA. INVESTORS AND SECURITY HOLDERS OF ADTRAN AND ADVA ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE OFFER DOCUMENT AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Annex 4.6 - 5 Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by ADTRAN or Acorn HoldCo through the website maintained by the SEC at xxxx://xxx.xxx.xxx. Copies of the documents filed with the SEC by ADTRAN will be available free of charge at xxxxx://xxxxxxxxx.xxxxxx.xxx/ and under the heading “SEC Filings”. Furthermore, the German language version of the offer document will be published by way of announcement on the internet at Xxxxx-xxxxx.xxx and by keeping available copies free of charge at the settlement agent. You will also be able to obtain a copy of the non-binding English translation of the offer document, which has not been reviewed by BaFin, on the internet at Xxxxx-xxxxx.xxx.

Cautionary Statement Regarding Forward. Looking Statements This LOOKING STATEMENTS McDermott and CB&I caution that statements in this document contains certain “which are forward-looking statements” within looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of XxXxxxxxx, CB&I and the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “may”, “can”, “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, “estimate” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical factscombined business. These forward-looking statements include, among other things, statements about anticipated cost and revenue synergies, and other anticipated financial impacts of the Combination; future financial and operating results of the combined business; and the combined business’ plans, objectives, expectations and intentions with respect to future operations and services. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptionsrisks, risks contingencies and uncertainties, many including, among others: the ability of which are difficult to predict McDermott and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties include, but are not limited to, the following: failure CB&I to obtain the approval of shareholders of Sterling regulatory and shareholder approvals necessary to complete the anticipated combination on the anticipated timeline or Umpqua in connection with the merger; the timing to consummate the proposed mergerat all; the risk that a condition to the closing of the proposed merger anticipated combination may not be satisfied, on the anticipated timeline or at all or that the anticipated combination may fail to close, including as the result of any inability to obtain the financing for the Combination; the risk that a outcome of any legal proceedings, regulatory approval proceedings or enforcement matters that may be required for instituted relating to the proposed merger is not obtained or is obtained subject to conditions that are not anticipatedanticipated combination; the parties’ ability costs incurred to achieve consummate the synergies and value creation contemplated by the proposed mergerCombination; the parties’ ability possibility that the expected synergies from the anticipated combination will not be realized, or will not be realized within the expected time period; difficulties related to promptly and effectively integrate the businesses integration of Sterling and Umpquathe two companies, the credit ratings of McDermott following the Combination; disruption from the Combination making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management time and attention on issues related to the mergeranticipated combination; the failure to consummate or delay in consummating the merger for other reasons; adverse changes in laws the markets in which McDermott and CB&I operate or regulations; and credit markets, the inability of McDermott or CB&I to execute on contracts in backlog successfully, changes in general economic conditionsproject design or schedules, the availability of qualified personnel, changes in the terms, scope or timing of contracts, contract cancellations, change orders and other modifications and actions by customers and other business counterparties of McDermott and CB&I; or changes in industry norms and adverse outcomes in legal or other dispute resolution proceedings. Sterling The following important factors, in addition to those discussed under “Risk Factors” and Umpqua undertake no obligation (elsewhere in this document and expressly disclaim any the documents incorporated by reference herein, could affect the future results of the combined business, and could cause those results to differ materially from those expressed in or implied by such obligation) to publicly update or revise any forward-looking statementstatements: • the companies’ ability to realize cost savings from expected performance of contracts, whether as a result of new informationimproper estimates, future events performance, or otherwise. For additional information ; • uncertain timing and funding of new contract awards, as well as project cancellations; • the companies’ ability to fully realize the revenue value reported in backlog; • cost overruns on fixed price or similar contracts or failure to receive timely or proper payments on cost reimbursable contracts, whether as a result of improper estimates, performance, disputes or otherwise; • risks associated with labor productivity; • risks associated with government contracts that may be subject to modification or termination; • risks associated with percentage-of-completion accounting; • the ability to settle or negotiate unapproved change orders and claims; • changes in the costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors; • adverse impacts from weather affecting the companies’ performance and timeliness of completion, which could lead to increased costs and affect the quality, costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors; • operating risks, including liquidated damages, which could lead to increased costs and affect the quality, costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors; • increased competition; • fluctuating revenue resulting from a number of factors, including a decline in energy prices; • delayed or lower than expected activity in the energy and natural resources industries; • the non-competitiveness or unavailability of, or lack of demand or loss of legal protection for, the companies’ intellectual property assets or rights; • failure to keep pace with technological changes or innovation; • failure of the companies’ patents or licensed technologies to perform as expected or to remain competitive, current, in demand, profitable or enforceable; • adverse outcomes of pending claims or litigation or the possibility of new claims or litigation, and the potential effect of such claims or litigation on the companies’ business, financial position, results of operations and cash flows; • lack of necessary liquidity to provide bid, performance, advance payment and retention bonds, guarantees, or letters of credit securing the companies’ obligations under their bids and contracts or to finance expenditures prior to the receipt of payment for the performance of contracts; • political and economic conditions including, but not limited to, war, conflict or civil or economic unrest in countries in which the companies operate; • interference from adverse weather or sea conditions; • compliance with applicable laws and regulations in any one or more of the countries in which the companies operate including, but not limited to, the U.S. Foreign Corrupt Practices Act and those concerning factors that could cause actual conditionsthe environment, events export controls, anti-money laundering and trade sanction programs; • foreign currency risk and the companies’ inability to properly manage or hedge currency or similar risks; • a downturn, disruption, or stagnation in the economy in general; • XxXxxxxxx’x ability to integrate the operations of CB&I; • the amount and timing of any cost savings, synergies or other efficiencies expected to result from the Combination; • failure to retain key employees and skilled workers; • future and pro forma financial condition or results of operations and future revenues and expenses; • the ability to complete the Combination on the anticipated terms and timetable; • regulatory conditions which may be imposed as a condition to approval of the Combination; • other risks described under the caption “Risk Factors” in XxXxxxxxx’x and CB&I’s Annual Reports on Form 10-K for the year ended December 31, 2017 and subsequent Quarterly Reports on Form 10-Q; and • the various risks and other factors considered by the respective boards of McDermott and CB&I as described under “The Combination— CB&I’s Reasons for the Combination; Recommendation of the CB&I Boards” and under “The Combination—XxXxxxxxx’x Reasons for the Combination; Recommendation of the McDermott Board.” If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially differ from those described in the expected. You should not place undue reliance on forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #.

Cautionary Statement Regarding Forward. Looking Statements This document contains communication includes certain disclosures which contain “forward-looking statements” within the meaning of the safe harbor provisions federal securities laws, including but not limited to those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the United States Private Securities Litigation Reform Act of 1995Merger. Forward-looking statements may be identified by the use of words such as “anticipate”, “may”, “can”, “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, “estimate” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these You can identify forward-looking statements because they contain words such as “expect,” “believe,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “forecast,” “outlook” and variations of these terms or the negative of these terms and similar expressions. Forward-looking statements, including statements regarding the Merger, are inherently based on the Company’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to significant assumptionsinherent uncertainties, risks and uncertaintieschanges in circumstances that may differ materially from those contemplated by the forward-looking statements, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s controlneither statements of historical fact nor guarantees or assurances of future performance. These Important factors, risks and uncertainties includethat could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) our ability to complete the Merger on the anticipated terms and timing, the following: failure or at all, including our ability to obtain the approval required stockholder approval, and our ability to satisfy the other conditions to the completion of shareholders the Merger; (ii) potential litigation relating to the Merger that could be instituted against the Company or its directors, managers or officers, including the effects of Sterling any outcomes related thereto; (iii) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations, including during the pendency of the Merger; (iv) the ability of the Company to retain and hire key personnel; (v) potential adverse reactions or Umpqua changes to business relationships resulting from the announcement or completion of the Merger; (vi) legislative, regulatory and economic developments; (vii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance; (viii) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or the COVID-19 pandemic, as well as management’s response to any of the aforementioned factors; (x) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring the Company to pay a termination fee; (xii) those risks and uncertainties set forth under the headings “Special Note Regarding Forward Looking Statements” and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available via the SEC’s website at xxx.xxx.xxx; and (xiii) those risks that will be described in the proxy statement that will be filed with the SEC and available from the sources indicated below. These risks, as well as other risks associated with the Merger, will be more fully discussed in the proxy statement that will be filed with the SEC in connection with the merger; Merger. There can be no assurance that the timing Merger will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate only to consummate the proposed merger; the risk that a condition to closing events as of the proposed merger may date on which the statements are made. The Company does not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no any obligation (and expressly disclaim any such obligation) to publicly update or revise review any forward-looking statementstatement except as required by law, whether as a result of new information, future events developments or otherwise. For additional information concerning If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual conditionsresults to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or results to materially differ from those described in how they may affect the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #Company.

Cautionary Statement Regarding Forward. Looking Statements This document communication contains certain “forward-looking statements” statements within the meaning of the safe harbor provisions Section 27A of the United States Private Securities Litigation Reform Act of 19951933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. ForwardYou can generally identify forward-looking statements may be identified by the use of words forward-looking terminology such as “anticipate”, ,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may”, ,” “can”, might,” “believe”, plan,” “expect”, potential,” “predict,” “project”, “intend”, “likely”, “plan”, ,” “seek”, ,” “should”, ,” or “would”, “estimatewill,” and similar expressions and any or the negative thereof or other statements that predict variations thereon or indicate future events or trends or that are not statements of historical factscomparable terminology. These forward-looking statements are subject to numerous risks only predictions and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, involve known and unknown risks and uncertainties, many of which are difficult to predict and are generally beyond SterlingADTRAN’s and UmpquaADVA’s control. These risks and uncertainties forward-looking statements include, but are not limited to, statements regarding benefits of the followingproposed business combination, integration plans and expected synergies, and anticipated future growth, financial and operating performance and results. Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted or expected. No assurance can be given that these forward-looking statements will prove accurate and correct, or that projected or anticipated future results will be achieved. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to: failure the expected timing and likelihood of the completion of the contemplated business combination, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the contemplated business combination that could reduce anticipated benefits or cause the parties to obtain abandon the approval of shareholders of Sterling or Umpqua in connection with the mergertransaction; the timing occurrence of any event, change or other circumstances that could give rise to consummate the termination of the business combination agreement; the ability to successfully complete the proposed mergerbusiness combination; regulatory or other limitations imposed as a result of the proposed business combination; the success of the business following the proposed business combination; the ability to successfully integrate the ADTRAN and ADVA businesses; the possibility that ADTRAN stockholders may not approve the business combination agreement or that the requisite number of ADVA shares may not be tendered in the public offer; the risk that a condition the parties may not be able to satisfy the conditions to closing of the proposed merger business combination in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed business combination; the risk that the announcement or consummation of the proposed business combination could have adverse effects on the market price of ADTRAN’s common stock or ADVA’s common shares or the ability of ADTRAN and ADVA to retain customers, retain or hire key personnel, maintain relationships with their respective suppliers and customers, and on their operating results and businesses generally; the risk that Acorn HoldCo may be unable to achieve expected synergies or that it may take longer or be more costly than expected to achieve those synergies; the risk of fluctuations in revenue due to lengthy sales and approval process required by major and other service providers for new products; the risk posed by potential breaches of information systems and cyber-attacks; the risks that ADTRAN, ADVA or the post-combination company may not be able to effectively compete, including through product improvements and development; and such other factors as are set forth in ADVA’s annual and interim financial reports made publicly available and ADTRAN’s and Acorn HoldCo’s public filings made with the SEC from time to time, including but not limited to those described under the headings “Risk Factors” and “Forward-Looking Statements” in ADTRAN’s Form 10-K for the fiscal year ended December 31, 2020 and ADTRAN’s Form 10-Q for the quarterly period ended June 30, 2021, which are available via the SEC’s website at xxx.xxx.xxx. The foregoing list of risk factors is not exhaustive. These risks, as well as other risks associated with the contemplated business combination, will be more fully discussed in the proxy statement/prospectus and the offering prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC and in an offering document and/or any prospectuses or supplements to be filed with BaFin in connection with the contemplated business combination. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than ADTRAN, ADVA or Acorn HoldCo has described. All such factors are difficult to predict and beyond our control. All forward-looking statements included in this document are based upon information available to ADTRAN, ADVA and Acorn HoldCo on the date hereof, and each of ADTRAN, ADVA and Acorn HoldCo disclaims and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. It should also be noted that projected financial information for the combined businesses of ADTRAN and ADVA is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of ADTRAN or ADVA. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to, the risks that: a condition to the closing of the proposed business combination may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger business combination is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability ADTRAN is unable to achieve the synergies and value creation contemplated by the proposed mergerbusiness combination; the parties’ ability ADTRAN is unable to promptly and effectively integrate ADVA’s businesses; management’s time and attention is diverted on transaction related issues; disruption from the businesses of Sterling transaction makes it more difficult to maintain business, contractual and Umpquaoperational relationships; the diversion credit ratings of management time on issues related the combined company declines following the proposed business combination; legal proceedings are instituted against ADTRAN, ADVA or the combined company; ADTRAN, ADVA or the combined company is unable to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulationsretain key personnel; and changes in general economic conditions. Sterling the announcement or the consummation of the proposed business combination has a negative effect on the market price of the capital stock of ADTRAN and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update common shares of ADVA or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpquaon ADTRAN’s and SterlingADVA’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxxoperating results. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do sooccur, what impact they will have on the results of operations or operations, financial condition or cash flows of Umpqua ADTRAN or SterlingADVA. # # #Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the proposed transaction and/or ADTRAN or ADVA, ADTRAN’s ability to successfully complete the proposed transaction and/or realize the expected benefits from the proposed transaction. You are cautioned not to rely on ADTRAN’s and ADVA’s forward-looking statements. These forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Neither ADTRAN nor ADVA assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

Cautionary Statement Regarding Forward. Looking Statements LOOKING STATEMENTS This document contains certain “prospectus, any prospectus supplement and any related free writing prospectus, including the information incorporated by reference herein and therein, contain forward-looking statements” statements within the meaning of the safe harbor provisions Section 27A of the United States Private Securities Litigation Reform Act of 19951933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be identified by forward-looking. These statements are often, but are not always, made through the use of words or phrases such as “anticipate”, ,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may”, ,” “can”, plan,” “believe”, potential,” “expect”, predict,” “project”, “intend”, “likely”, “plan”, ,” “seek”, ,” “should”, ,” “target,” “will,” “would”,” or the negative of these words or other comparable terminology. Accordingly, “estimate” these statements involve estimates, assumptions and similar expressions and any other uncertainties which could cause actual results to differ materially from those expressed in them. Given these uncertainties, you should not place undue reliance on these forward-looking statements that predict or indicate future as actual events or trends results may differ materially from those projected in the forward-looking statements due to various factors, including, but not limited to, those set forth under the heading “Risk Factors” in any applicable prospectus supplement, the documents incorporated by reference therein or any free writing prospectus that are not we authorized. Our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements of historical factscontained in this prospectus, in the documents incorporated by reference herein and in any prospectus supplement by these cautionary statements. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from speak only as of the results discussed in these forward-looking date on which the statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict were made and are generally beyond Sterling’s and Umpqua’s controlnot guarantees of future performance. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of Sterling or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua Although we undertake no obligation (and expressly disclaim any such obligation) to publicly revise or update or revise any forward-looking statementstatements, whether as a result of new information, future events or otherwise. For , you are advised to review any additional information concerning factors that could cause actual conditions, events or results to materially differ from those described disclosures we make in the forward-looking statements, please refer to documents we subsequently file with the factors set forth under the headings "Risk Factors" SEC that are incorporated by reference in this prospectus and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxxany prospectus supplement. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #See “Where You Can Find Additional Information.”

Cautionary Statement Regarding Forward. Looking Statements This document contains certain “"forward-looking statements” " within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “"anticipate”", “"may”", “"can”", “"believe”", “"expect”", “"project”", “"intend”", “"likely”", “"plan”", “"seek”", “"should”", “"would”", “"estimate” " and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s 's and Umpqua’s 's control. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of Sterling or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ' ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ' ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s 's and Sterling’s 's most recent Form 10-K and 10-Q reports and to Sterling’s 's and Umpqua’s 's most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or SterlingXxxxxx xx Xxxxxxxx. # # ## Exhibit 10.1

Cautionary Statement Regarding Forward. Looking Statements This document contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “may”, “can”, “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, “estimate” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of Sterling or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxxwxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #

Cautionary Statement Regarding Forward. Looking Statements • This document presentation contains certain “forward-looking statements” statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. ForwardYou can identify forward-looking statements may be identified by the use of words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate”, ,” “may”, “can”, intend,” “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, ,” “estimate,” and “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar expressions and any other meaning. You should read statements that predict contain these words carefully because they discuss our future expectations or indicate future events or trends or that are not statements of historical factsstate other “forward-looking” information. These forward-looking statements are subject to numerous involve a number of risks and uncertainties. Actual • Crescent Financial Bancshares, Inc. (“CRFN”) and ECB Bancorp, Inc. (“ECBE”) caution readers that any forward-looking statement is not a guarantee of future performance and that actual results may could differ materially from those contained in the results discussed in these forward-looking statement. Such forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties include, but are not limited to, statements about the followingbenefits of the proposed merger involving CRFN and ECBE, CRFN’s and ECBE’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in CRFN’s and ECBE’s filings with the SEC. These include risks and uncertainties relating to: failure the ability to obtain the approval of shareholders of Sterling requisite CRFN and ECBE shareholder approvals; the risk that CRFN or Umpqua in connection with ECBE may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger; the risk that a condition to closing of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may businesses will not be satisfiedintegrated successfully; the risk that a regulatory approval that the cost savings and any other synergies from the transaction may not be required for fully realized or may take longer than expected; disruption from the proposed merger is not obtained or is obtained subject transaction making it more difficult to conditions that are not anticipated; the parties’ ability to achieve the synergies maintain relationships with customers and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpquaemployees; the diversion of management time on issues merger- related to the mergerissues; general worldwide economic conditions and related uncertainties; the failure to consummate or delay in consummating the merger for other reasons; effect of changes in laws or governmental regulations; and changes other factors discussed or referred to in general economic conditionsthe “Risk Factors” section of each of CRFN’s and ECBE’s most recent Annual Report on Form 10-K filed with the SEC. Sterling Each forward-looking statement speaks only as of the date of the particular statement and Umpqua undertake no except as may be required by law, neither CRFN nor ECBE undertakes any obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #.

Cautionary Statement Regarding Forward. Looking Statements LOOKING STATEMENTS‌ This document proxy statement contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. ForwardAll statements, other than statements of historical facts, included in this proxy statement that address activities, events, or developments with respect to Bank’s financial condition, results of operations, or economic performance that Bank expects, believes, or anticipates will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements may be identified by the use of statements. The words such as “anticipate”, ,” “assume,” “believe,” “budget,” “could,” “estimate,” “expect,” “forecast,” “initial,” “intend,” “may”, ,” “can”, plan,” “believe”, “expect”, potential,” “project”, “intend”, “likely”, “plan”, “seek”, ,” “should”, ,” “will,” “would”, “estimate,” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical factsintended to identify forward-looking statements. These forward-looking statements are subject about Bank appear in a number of places in this proxy statement and may relate to numerous statements about the following, among other things: • completion of the merger and the other transactions contemplated by the merger agreement; • forward-looking elements of the reasons of Bank’s board of directors for recommending that Bank shareholders approve the merger and the other transactions contemplated by the merger agreement, including the anticipated benefits of the merger; and • other matters that involve a number of risks and uncertainties. Actual uncertainties that may cause actual results may to differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of Sterling expressed or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described implied in the forward-looking statements. These statements, please refer wherever they occur in this proxy statement, are necessarily estimates reflecting the best judgment of Bank’s management and involve a number of risks and uncertainties that could cause actual results to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated differ materially from those suggested by the forward-looking statements. Many of the important factors that will determine these results are beyond Bank’s ability to control or predict. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement. In addition to the risk factors identified elsewhere, important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation: • factors that affect the timing or ability to complete the merger and the other transactions contemplated herein; • the failure to obtain the requisite vote of Bank shareholders; • the possibility that the closing conditions to the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; • the occurrence of any event that could give rise to termination of the merger agreement; • risks related to the disruption of the merger to Bank and its management; • the retention of certain key employees at Bank; • the effect of the announcement of the merger on Bank’s business relationships, operating results and business generally; • the performance of the business of Bank; • changes in laws and regulations to which Bank, its customers, competitors and potential competitors are subject, including those related to banking, tax, securities, insurance and labor; • the amount of the costs, fees, expenses and charges related to the merger; and • opportunities that may be presented to and pursued by Bank if the merger does not close. Furthermore, forward-looking statements are made based on Bank’s management’s current assessment available at the time. Subsequently obtained information may result in revisions to Bank’s management’s expectations and intentions and, thus, Bank may alter its plans. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. Bank does not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events, except as required by law. THE COMPANIES‌ Hilltop Holdings Inc.‌ Parent is a Dallas-based financial holding company. Its primary line of business is to provide business and consumer banking services from offices located throughout Texas through Parent Bank. Parent also provides an array of financial products and services through its broker-dealer, mortgage origination and insurance segments. Parent Bank’s wholly-owned subsidiary, PrimeLending, provides residential mortgage lending throughout the United States. Parent’s broker-dealer subsidiaries, Hilltop Securities Inc. and Hilltop Securities Independent Network Inc., provide a full complement of securities brokerage, institutional and investment banking services in addition to clearing services and retail financial advisory. Through Parent’s other wholly-owned subsidiary, National Lloyds Corporation, it provides property and casualty insurance through two insurance companies, National Lloyds Insurance Company and American Summit Insurance Company. Parent’s common stock is listed on the New York Stock Exchange under the symbol “HTH.” Parent’s principal offices are located at 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, and its telephone number is 000-000-0000. PlainsCapital Bank‌ Parent Bank is a Texas banking association and indirect, wholly-owned subsidiary of Parent. Parent Bank offers commercial banking, personal banking and wealth management products and services throughout Texas. In addition, Xxxxxx’s mortgage origination segment operates through PrimeLending, a wholly owned subsidiary of Parent Bank. The Bank of River Oaks‌ Bank is a privately held Texas banking corporation which operates three full-service branch locations in the Houston area and, as of December 31, 2017, had total assets of approximately $454 million, total loans of approximately $344 million, total deposits of approximately $406 million and total equity capital of approximately $46 million. Bank’s principal offices are located at 0000 Xxxxx Xxxxx, Houston, Texas 77098, and its telephone number is 000-000-0000. THE SPECIAL MEETING‌ Date, Time and Place‌ The special meeting will transpire take place at 3:00 p.m. local time, on May 10, 2018, at The Houstonian, Juniper Room, located at 000 Xxxxx Xxxx Xxx Xxxx, Xxxxxxx, Xxxxxxx, Xxxxx 00000. Purpose of the Special Meeting‌ At the special meeting, holders of shares of Bank common stock will be asked to consider and vote upon the merger proposal. Holders of shares of Bank common stock may also be asked to consider and vote upon any adjournment or occurpostponement of the meeting. As of the mailing date of this proxy statement, Bank’s board of directors knows of no other matter to be presented at the special meeting. If, however, other procedural matters incident to the conduct of the meeting are properly brought before the meeting, or any adjournment or postponement of the meeting, the persons named in the proxy will vote the proxies in accordance with their best judgment with respect to those matters. Recommendation of the Bank Board of Directors‌ Bank’s board of directors has carefully reviewed and considered the terms and conditions of the merger proposal. Based on its review, Bank’s board of directors has approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. In addition, Bank’s board of directors has declared that the merger agreement and the merger are fair, advisable, expedient and in the best interests of Bank and its shareholders. Accordingly, Bank’s board of directors recommends that you vote “FOR” the approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger, and “FOR” the adjournment or postponement of the special meeting, if any of them do sonecessary or appropriate, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #to solicit additional proxies.

Cautionary Statement Regarding Forward. Looking Statements LOOKING STATEMENTS This document joint proxy statement/prospectus contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate”, ,” “may”, intend,” “can”, plan,” “believe”, “expect”, “project”, “intend”, “likely”, “plan”, ,” “seek”, ,” “should”, see,” “will,” “would”,” “target,” similar expressions, “estimate” and similar expressions variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed mergers, the proposed transactions following the mergers, and any other statements that predict or indicate future events or trends or that are not statements of historical factsthe anticipated benefits thereof. These and other forward-looking statements statements, including the failure to consummate the proposed mergers or to make or take any filing or other action required to consummate such transaction on a timely matter or at all, are not guarantees of future results and are subject to numerous risks risks, uncertainties and uncertainties. Actual assumptions that could cause actual results may to differ materially from the results discussed those expressed in these any forward-looking statements because statements. Important risk factors that may cause such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties a difference include, but are not limited to, (i) the following: failure to obtain the approval of shareholders of Sterling or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing completion of the proposed merger may not be satisfied; the risk that a mergers on anticipated terms and timing, including obtaining stockholder and regulatory approval that may be required approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the proposed merger is not obtained or is obtained subject management, expansion and growth of the new combined company’s operations and other conditions to conditions that are not anticipated; the parties’ completion of the mergers, (ii) the ability of Dow and DuPont to integrate their businesses successfully and to achieve anticipated synergies, risks and costs and pursuit and/or implementation of the synergies potential separation, including anticipated timing, and value creation contemplated by any changes to the configuration of businesses included in the potential separation, if implemented, (iii) the intended separation of the agriculture, material science and specialty products businesses of the combined company post-mergers in one or more tax efficient transactions on anticipated terms and timing, including a number of conditions which could delay, prevent or otherwise adversely affect the proposed merger; transactions, including possible issues or delays in obtaining required regulatory approvals or clearances, disruptions in the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related financial markets or other potential barriers, (iv) potential litigation relating to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors proposed mergers that could cause actual conditionsbe instituted against Dow, events DuPont or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling. # # #their respective directors,

Cautionary Statement Regarding Forward. Looking Statements LOOKING STATEMENTS This document contains proxy statement/prospectus, and the documents to which Slack and Salesforce refer you in this proxy statement/prospectus, as well as oral statements made or to be made by Slack and Salesforce, may include certain “forward-looking statements” within the meaning of the safe harbor provisions Section 27A of the United States Private Securities Litigation Reform Act and Section 21E of 1995the Exchange Act. Forward-looking statements may be identified by the use of words such as “anticipate”, “may”, “can”, “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, “estimate” and similar expressions and any other statements that predict or indicate relate to future events and anticipated results of operations and business strategies, statements regarding the mergers, including the anticipated benefits of the mergers, the anticipated impact of the mergers on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the mergers, and the anticipated closing date for the proposed transaction and other aspects of operations or trends or that are not statements of historical factsoperating results. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of Sterling or Umpqua in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Sterling and Umpqua; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at xxx.xxx.xxx. No assurances can be given that identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do sodo, what impact they will have on the results of operations or and financial condition of Umpqua the combined company or Sterlingthe price of Salesforce or Slack stock. # # #These forward- looking statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: • the impact of public health crises, such as pandemics (including COVID-19) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; • the effect of the announcement of the mergers on the ability of Salesforce or Slack to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Salesforce or Slack do business, or on Salesforce’s or Slack’s operating results and business generally; • risks that the mergers disrupt current plans and operations and the potential difficulties in employee retention as a result of the mergers; • the outcome of any legal proceedings related to the mergers; • the ability of the parties to consummate the mergers on a timely basis or at all; • the satisfaction of the conditions precedent to consummation of the mergers, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; • the ability of Salesforce to successfully integrate Slack’s operations; • the ability of Salesforce to implement its plans, forecasts and other expectations with respect to Salesforce’s business after the completion of the mergers and realize expected synergies; • business disruption following the mergers; • the ability to realize the anticipated benefits of the mergers, including the possibility that the expected benefits from the mergers will not be realized or will not be realized within the expected time period; • the amount of the costs, fees, expenses and charges related to the mergers; • unknown liabilities; • the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; • the effect of general economic and market conditions; • the impact of foreign currency exchange rate and interest rate fluctuations on Salesforce’s or Slack’s results; • Salesforce’s business strategy and plan to build its business, including its strategy to be the leading provider of enterprise cloud computing applications and platforms; • the pace of change and innovation in enterprise cloud computing services; • the seasonal nature of Salesforce’s sales cycles; • the competitive nature of the market in which the parties participate; • Salesforce’s or Xxxxx’x international expansion strategy; • Salesforce’s or Slack’s service performance and security, including the resources and costs required to avoid unanticipated downtime and prevent, detect and remediate potential security breaches; • the expenses associated with new data centers and third-party infrastructure providers; • additional data center capacity; • real estate and office facilities space; • Salesforce’s operating results and cash flows; • new services and product features; • Salesforce’s or Slack’s strategy of acquiring or making investments in complementary businesses, joint ventures, services, technologies and intellectual property rights; • the performance and fair value of Salesforce’s investments in complementary businesses through Salesforce’s strategic investment portfolio; • Salesforce’s or Slack’s ability to realize the benefits from strategic partnerships and investments; • the impact of future gains or losses from Salesforce’s strategic investment portfolio, including gains or losses from overall market conditions that may affect the publicly traded companies within Salesforce’s strategic investment portfolio; • Salesforce’s or Slack’s ability to execute its business plans; • Salesforce’s ability to successfully integrate acquired businesses and technologies; • Salesforce’s ability to continue to grow unearned revenue and remaining performance obligations; • Salesforce’s or Slack’s ability to protect its intellectual property rights; • Salesforce’s or Slack’s ability to develop its brands; • Salesforce’s or Slack’s reliance on third-party hardware, software and platform providers; • Salesforce’s dependency on the development and maintenance of the infrastructure of the Internet; • the effect of evolving domestic and foreign government regulations, including those related to the provision of services on the Internet, those related to accessing the Internet, and those addressing data privacy, cross-border data transfers and import and export controls; • the valuation of Salesforce’s deferred tax assets; • the impact of new accounting pronouncements and tax laws; • uncertainties affecting Salesforce’s ability to estimate its tax rate; • the impact of expensing stock options and other equity awards; • the sufficiency of Salesforce’s capital resources; • compliance with Salesforce’s or Slack’s debt covenants and lease obligations; • current and potential litigation involving Salesforce or Slack; and • the impact of climate change. All of the forward-looking statements Salesforce and Slack make in this proxy statement/prospectus are qualified by the information contained or incorporated by reference herein, including the information contained in this section and the information detailed in Salesforce’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020 and Salesforce’s Quarterly Reports on Form 10-Q for the quarterly periods ended April 30, 2020, July 31, 2020 and October 31, 2020, Current Reports on Form 8-K and other filings Salesforce makes with the SEC, which are incorporated herein by reference, and in Slack’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020 and Slack’s Quarterly Reports on Form 10-Q for the quarterly periods ended April 30, 2020, July 31, 2020 and October 31, 2020, Current Reports on Form 8-K and other filings Slack makes with the SEC, which are incorporated herein by reference. For additional information, see the sections entitled “Risk Factors” and “Where You Can Find More Information.” Except as required by law, neither Salesforce nor Slack undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. INFORMATION ABOUT THE COMPANIES Salesforce xxxxxxxxxx.xxx, inc. Salesforce Tower 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Phone: (000) 000-0000 Salesforce, a Delaware corporation, is a global leader in customer relationship management, or CRM, technology that brings companies and customers together. Founded in 1999, Salesforce enables companies of every size and industry to connect with their customers in new ways through existing and emerging technologies, including cloud, mobile, social, blockchain, voice and artificial intelligence, to transform their businesses. Salesforce’s Customer 360 is an integrated platform that unites sales, service, marketing, commerce, integration, analytics and more to give companies a single source of truth about their customers. Salesforce’s service offerings are designed to be intuitive and easy to use. They can generally be deployed quickly, configured easily and integrated with other platforms and enterprise applications. Salesforce sells to businesses worldwide primarily on a subscription basis, through direct sales efforts and also indirectly through partners. Through Salesforce’s platform and other developer tools, Salesforce also enables third parties to develop additional functionality and new applications, or apps that run on Salesforce’s platform, which are sold separately from—or in conjunction with—Salesforce’s service offerings. Merger Sub I Skyline Strategies I Inc. c/o xxxxxxxxxx.xxx, inc. Salesforce Tower 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Phone: (000) 000-0000 Merger Sub I, a Delaware corporation, is a wholly owned subsidiary of Salesforce. Merger Sub I is newly formed, and was organized for the purpose of entering into the merger agreement and effecting the first merger. Merger Sub I has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the mergers. Merger Sub II Skyline Strategies II LLC c/o xxxxxxxxxx.xxx, inc. Salesforce Tower 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Phone: (000) 000-0000 Merger Sub II, a Delaware limited liability corporation, is a wholly owned subsidiary of Salesforce. Merger Sub II is newly formed, and was organized for the purpose of entering into the merger agreement and effecting the second merger. Merger Sub II has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the mergers. Slack Slack Technologies, Inc. 000 Xxxxxx Xxxxxx San Francisco, California 94105 Phone: (000) 000-0000 Slack, whose legal name is Slack Technologies, Inc., has transformed business communication. It’s the leading channel-based messaging platform, used by millions to align their teams, unify their systems, and drive their businesses forward. Only Slack offers a secure, enterprise-grade environment that can scale with the largest companies in the world. It is a new layer of the business technology stack where people can work together more effectively, connect all their other software tools and services, and find the information they need to do their best work. Slack is where work happens. Slack was originally incorporated in Delaware in 2009 as Tiny Speck, Inc. In 2014, the company changed its name to Slack Technologies, Inc. and publicly launched its current offering. Slack is headquartered in San Francisco, California.