Common use of Certain Filings Clause in Contracts

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement). (b) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, each time before either such document (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Certain Filings. As promptly as reasonably practicable after the date of this Agreement and, with respect to clause (a) below, no later than thirty (30) days following the date of this Agreement, the Company shall (a) prepare and file the Proxy Statement with the SEC in preliminary form as required by the 1934 Act and (b) in consultation with Parent, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Shareholder Meeting to be set so that the Company Shareholder Meeting can be held promptly following the effectiveness of the Proxy Statement. The Company shall use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond as promptly as practicable to any such comments made by the SEC or its staff with respect to the Proxy Statement, shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any responses to comments made by the SEC or its staff each time before it is filed with the SEC, shall give reasonable and good-faith consideration to any comments thereon made by Parent and its counsel, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest reasonably practicable date. The Company and Parent shall cooperate with one another (ia) in connection with the preparation of the Proxy Statement/Prospectus, and the Registration Statement (iib) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iiic) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement). (b) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, each time before either such document (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by such party and its counselwaivers. Each of the Company and the Parent shall provide shall, upon request, furnish to the other party all information concerning itself, its Subsidiaries, directors, officers and its counsel (to the extent reasonably available to the applicable party) shareholders and such other matters as may be reasonably necessary or advisable in connection with (i) any comments statement, filing, notice or other communicationsapplication made by or on behalf of the Company, whether written Parent or oralany of their respective Subsidiaries, that it or its counsel may receive from time to time from the SEC or its staff the NYSE American in connection with the Proxy Statement. If at any time prior to receipt of the Company Shareholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company (with respect to information related to the Company) or Parent (with respect to information related to Parent) that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus , so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly after receipt of those comments notify the other party hereto and an appropriate amendment or other communications supplement describing such information shall promptly be prepared and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings ​ filed with the SEC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditorsSEC and, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statementextent required under Applicable Law, disseminated to the shareholders of each of the Company and Parent.

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Proxy Statement/Prospectus, Statement and the Registration Statement Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Proxy Statement/Prospectus Statement or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and the other applications for regulatory approval to be filed by Parent or Parent Bank (subject to applicable laws relating to the exchange of information by the parties and the preservation of any applicable attorney-client privilege), and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement/Prospectus, in each case, case each time before either such document (or any amendment thereto) is filed with the SEC, SEC or other regulatory authority and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Company Proxy Statement or the Registration Statement/Prospectus , as applicable, and from the applicable regulatory authorities with respect to other Required Filings and Approvals, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SECSEC or any Regulatory Authority. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Proxy Statement/Prospectus, Statement and the Registration Statement Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Proxy Statement/Prospectus Statement or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and the other applications for regulatory approval to be filed by Parent or Parent Bank (subject to applicable laws relating to the exchange of information by the parties and the preservation of any applicable attorney-client privilege), and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement/Prospectus, in each case, case each time before either such document (or any amendment thereto) is filed with the SEC, SEC or other regulatory authority and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Company Proxy Statement or the Registration Statement/Prospectus , as applicable, and from the applicable regulatory authorities with respect to other Required Filings and Approvals, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SECSEC or regulatory authority. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Information Statement or Proxy Statement/Prospectus, and the Registration Statement as applicable (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement or Proxy Statement/Prospectus or the Registration Statement , as applicable, and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement or Proxy Statement/Prospectus, in each caseas applicable, each time before either such document (or any amendment thereto) it is filed with the SEC, and the Company shall give reasonable and good faith consideration shall be given to any comments made by such party Parent and its counsel. Each of the The Company and the Parent shall provide the other party Parent and its counsel with (i) any comments or other communications, whether written or oral, that it the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Information Statement or Proxy Statement/Prospectus , as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be givengiven by the Company), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) . The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar promptly provide responses to the Registration SEC with respect to any and all comments received on the Information Statement or Proxy Statement, as applicable, from the SEC.

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Registration Statement and the Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus Registration Statement or the Registration Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The As promptly as practicable after the execution of this Agreement, Parent and the Company and its counsel shall be given reasonable opportunity to review and comment on prepare the Registration Statement (which shall include the Proxy Statement as part of the prospectus contained therein) and Parent shall file with the SEC the Registration Statement. Parent and the Company shall use their reasonable best efforts to cause the Registration Statement to be declared effective under the 1933 Act and to cause the Proxy Statement to be cleared by the SEC as promptly as practicable after such filings. Each of Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, each time before either such document (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given Company will respond to any comments made of the SEC as promptly as practicable after receipt thereof. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective under the 1933 Act and the Proxy Statement is cleared by such party and its counselthe SEC. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement or the Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. Each of Parent and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 8.02 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement or any filing pursuant to Section 8.02(c), Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (c) The Parent and the Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection make all necessary filings with registration statements similar respect to the Registration StatementMerger under the 1933 Act, the 1934 Act, applicable state blue sky laws and the rules and regulations thereunder.

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, Prospectus and the Registration Statement Statements, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement Statements and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement Statements and the Company and its counsel and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, case each time before either such document (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus or the Registration Statements promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Certain Filings. (a) In connection with the Company Shareholder Meeting, as soon as reasonably practicable following the date of this Agreement the Company shall prepare and file the Proxy Statement with the SEC. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and Agreement, (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers waivers, and (includingiv) by disclosing the frequency and content of any communications with any Governmental Authority to the other party, but not limited toand obtaining the other party’s input on all communications, responses and meetings with any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)such Governmental Authority. (b) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, Statement each time before either such document (or any amendment thereto) it is filed with the SEC, and the Company shall give reasonable and good faith consideration shall be given to any comments made by such party Parent and its counsel. Each of the The Company and the Parent shall provide the other party Parent and its counsel with (i) any comments or other communications, whether written or oral, that it the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, Prospectus and the Registration Statement Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (includingwaivers; provided, but not limited tothat, any filings notwithstanding anything to the contrary in this Agreement, Parent shall in no event be required in connection with to permit the approval by FINRA mailing of the transactions contemplated by this AgreementProxy Statement/Prospectus to the holders of Company Shares, unless and until Parent shall have received, in form and substance reasonably satisfactory to Parent, from the Company's independent public accountants, the "comfort" letter described in Section 9.02(c)(i). (b) The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and the Company and its counsel and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, case each time before either such document (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus or the Registration Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) if requested by Parent in writing, the Closing Date, and addressed to Parent and its directors, in form and substance customary for “"comfort” " letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Proxy Statement/Prospectus, the Parent Shareholder Circular, any Financing Documents and the Registration Statement any other document referred to in Section 4.09(b), (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Proxy Statement/Prospectus , the Parent Shareholder Circular, Financing Documents or the Registration Statement any other document referred to in Section 4.09(b) and seeking to obtain, in a timely to obtain fashion, any such actions, consents, approvals or waivers (includingwaivers. The Company and Parent shall cooperate with one another in setting a mutually acceptable date, but not limited towhich shall be as soon as reasonably practicable, any filings required in connection with for the approval by FINRA of Company Stockholder Meeting and the transactions contemplated by this Agreement)Parent Shareholder Meeting so as to enable them to occur, to the extent practicable, on the same date. (b) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement/Prospectus, in each case, Statement each time before either such document (or any amendment thereto) is filed with the SECSEC and/or the CSA, and reasonable and good faith consideration shall be given to any comments made by such party Parent and its counsel. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any written or material oral comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Company Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors counsel shall be given a letter of reasonable opportunity to review and comment on the Parent Shareholder Circular and Financing Documents and reasonable and good faith consideration shall be given to any comments made by the Company and its independent auditors, dated counsel. Parent shall provide the Company and its counsel with (i) any written or material oral comments that such party or its counsel may receive from time to time from the date on which UKLA with respect to the Registration Statement shall become effective Parent Shareholder Circular or Financing Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Closing Date, response to those comments and addressed to Parent provide comments on that response (to which reasonable and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statementgood faith consideration shall be given).

Certain Filings. (a) In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to ‎Section 10.01(c)(iii): (i) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly as practicable after the date of this Agreement and in any event within twenty (20) Business Days of the date of this Agreement, the Information Statement. (ii) The Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement. (iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on such response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC if the SEC has not informed the Company that it will review the Information Statement and (y) the receipt of confirmation by the SEC that the SEC has no further comments on the Information Statement. (iv) If at any time prior to the Closing any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and Mxxxxx Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become necessary in order to make the statements in the Information Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Information Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by Applicable Law. (b) In the event the Written Consent is not delivered to Parent by the Written Consent Delivery Time and Parent does not terminate this Agreement in accordance with ‎Section 10.01(c)(iii): (i) The Company and Parent shall cooperate with one another (A) in connection with the preparation of the Proxy Statement/Prospectus, and the Registration Statement (iiB) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iiiC) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (bii) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, each time before either such document Statement (or any amendment or supplement thereto) each time before it is filed with the SECSEC or disseminated to the stockholders of the Company, and the Company shall give reasonable and good faith consideration shall be given to any comments made by such party Parent and its counsel. Each of the The Company and the shall promptly provide Parent shall provide the other party and its counsel with (iA) any substantive comments or other material communications, whether written or oral, that it between the Company or its counsel may receive from time to time from and the SEC or its staff with respect to the Proxy Statement/Prospectus Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (iiB) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be givengiven by the Company), including by participating in any discussions or meetings with the SEC. (c) . The Company shall use its commercially reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. The Company shall use reasonable best efforts to cause the Proxy Statement to be delivered mailed to Parent and its directors a letter holders of its independent auditors, dated Company Stock as of the record date established for the Company Stockholders Meeting promptly (ibut in any event no more than five Business Days) after the later of (x) the date on which tenth day after the Registration Proxy Statement shall become effective is filed with the SEC if the SEC has not informed the Company that it will review the Proxy Statement and (iiy) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered receipt of confirmation by independent public accountants in connection with registration statements similar to the Registration SEC that the SEC has no further comments on the Proxy Statement.

Certain Filings. (a) As soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing and shall thereafter as promptly as practicable (but in any event no later than ten (10) Business Days thereafter) mail or deliver the Proxy Statement to its stockholders. (b) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consentsConsents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement Transactions and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consentsConsents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (ba) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, Statement (including any amendment or supplement thereto) and each time before either such document (or any amendment thereto) it is filed with the SEC, and the Company shall give reasonable and good faith consideration shall be given to any comments made by such party Parent and its counsel. Each of the The Company and the Parent shall provide the other party Parent and its counsel with (i) any comments or other communications, whether written or oral, that it the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to receipt of Company Stockholder Approval, including any information should be discovered by participating any party hereto which is required to be set forth in an amendment or supplement to the Proxy Statement in order for the Proxy Statement not to include any discussions misstatement of a material fact or meetings omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and, to the extent required by Applicable Law, an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly filed by the Company with the SEC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditorsSEC and, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statementextent required by Applicable Law, disseminated by the Company to its stockholders.

Certain Filings. (a) As promptly as practical following the date of this Agreement (any in any event, no later than 15 Business Days after the date of this Agreement, unless the parties otherwise agree in writing), the Company shall prepare (with the assistance and cooperation of Parent as reasonably requested by the Company) and file or cause to be filed with the SEC a preliminary proxy statement relating to the Company Stockholders Meeting (as amended or supplemented, the “Proxy Statement”). (b) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers waivers. (includingc) Each of Parent and Merger Sub shall, but not limited toupon the Company’s request, promptly furnish to the Company all information concerning itself, its Subsidiaries, directors and officers as may be reasonably necessary or advisable in connection with any filings required statement, filing, notice or application made to the SEC or the NYSE in connection with the approval Proxy Statement. Parent and the Company shall each use reasonable best efforts to have the Proxy Statement cleared by FINRA the SEC as promptly as reasonably practicable after filing. Prior to each filing of the transactions contemplated by this Agreement). (b) The Proxy Statement or responding to any comments of the SEC with respect thereto, the Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the provide Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, each time before either such document or response (including the proposed final version of such document or any amendment theretoresponse) is filed with the SEC, and give reasonable and good good-faith consideration shall be given to any comments made by such party Parent and its counselcounsel in connection with any such document or response. Each of the The Company and the Parent shall provide the other party Parent and its counsel with (i) any comments or other communications, whether written or oral, that it the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity communications. None of the Company, Parent or their respective Representatives shall agree to participate in the response to those comments and to provide comments on that response any material or substantive meeting or conference (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings telephone) with the SEC, or any member of the staff thereof, in respect of the Proxy Statement unless it consults with the other party in advance and, to the extent permitted by the SEC, allows the other party to participate. (cd) The Company shall use agrees, as to itself and its commercially reasonable best efforts Subsidiaries, that the Proxy Statement will comply as to cause form in all material respects with applicable Law, including the provisions of the 1934 Act and the rules and regulations thereunder. The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be delivered to Parent supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and its directors a letter of its independent auditorsany amendment or supplement thereto will, dated (i) at the date on which of mailing to stockholders and at the Registration Statement shall become effective and (ii) times of the Closing Date, and addressed meeting of stockholders of the Company to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants be held in connection with registration the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements similar therein, in light of the circumstances under which they were made, not misleading. (e) If at any time prior to the Registration receipt of the Company Stockholder Approval, any information relating to the Company, Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such those actions or making any such filings, furnishing information required in connection therewith or with the Company Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement/Prospectus, in each case, each time before either such that document (or any amendment or supplement thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by such that party and its counsel. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Company Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) The Before any Merger Communication of Parent, the Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter or any of its independent auditors, dated their respective "participants" (as defined in Item 4 of Schedule 14A of the 1934 Act) is (i) disseminated to any investor, analyst, member of the date media, employee, client, customer or other third party or otherwise made accessible on which the Registration Statement shall become effective and website of Parent, the Company or any such participant, as applicable (whether in written, video or oral form via webcast, hyperlink or otherwise), or (ii) utilized by any officer, senior manager, key employee or advisor of Parent, the Closing DateCompany or any such participant, as applicable, as a script in discussions or meetings with any such third parties, Parent or the Company, as the case may be, shall (or shall cause any such participant to) provide the other such party and addressed its counsel with a reasonable opportunity to review any such Merger Communication for purposes of, among other things, determining whether that communication constitutes "soliciting material" that is required to be filed by Rule 14a-6(b) or Rule 14a-12(b) of the 1934 Act, as applicable. Parent and its directorsMergerSub or the Company, as applicable, shall (or shall cause any such participant to) give reasonable and good faith consideration to any comments made by the other such party or parties and their counsel on any such Merger Communication. For purposes of the foregoing, the term "MERGER COMMUNICATION" shall mean, with respect to any Person, any document or other written communication prepared by or on behalf of that Person, or any document or other material or information posted or made accessible on the website of that Person (whether in written, video or oral form and substance customary for “comfort” letters delivered via webcast, hyperlink or otherwise), that is related to any of the transactions contemplated by independent public accountants this Agreement and, if reviewed by a holder of Company Common Stock, could reasonably be deemed to constitute a "solicitation" of "proxies" (in connection with registration statements similar to each case, as defined in Rule 14a-1 of the Registration Statement1934 Act) in favor of the Merger.

Certain Filings. (a) The Company Bank and Parent shall cooperate with one another (i) in connection with the preparation of the Bank Proxy Statement/Prospectus, Statement and the Registration Statement Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Bank Proxy Statement/Prospectus Statement or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The Company Bank and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement Statement, and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Bank Proxy Statement/Prospectus, in each case, case each time before either such document (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of the Company Parent and the Parent Bank shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Bank Proxy Statement or the Registration Statement/Prospectus , as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) The Company Bank shall also use its commercially reasonable best efforts to prepare, or cause to be delivered to Parent and prepared by its directors a letter of its independent auditors, dated and shall cooperate with Parent’s auditors in preparing, any financial statements (including pro forma financial statements) or other information required to be filed by Parent pursuant to Regulation S-X in connection with the transactions contemplated by this Agreement. (d) If (i) at any time prior to the date on which Bank Shareholder Meeting, any event should occur relating to the Bank that should be set forth in an amendment of, or supplement to, the Bank Proxy Statement or the Registration Statement Statement, Bank shall become effective promptly inform Parent and (ii) at any time prior to the Closing DateBank Shareholder Meeting, and addressed any event should occur relating to Parent and its directorsor Xenith Bank that should be set forth in an amendment of, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to or supplement to, the Bank Proxy Statement or the Registration Statement., Parent shall promptly inform Bank, and in the case of (i) or (ii) Bank and Parent will, upon learning of such event, cooperate as necessary to promptly prepare and file and, if required, mail such amendment or supplement to the Bank shareholders; provided, however, that prior to such filing or mailing, Bank and Parent shall consult with each other with respect to such amendment or supplement and reasonable and good faith consideration shall be given to any comments made by such party and its counsel

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, Prospectus and the Registration Statement Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (includingwaivers; provided, but not limited tothat, any filings notwithstanding anything to the contrary in this Agreement, Parent shall in no event be required in connection with to permit the approval by FINRA mailing of the transactions contemplated by this AgreementProxy Statement/Prospectus to the holders of Company Shares, unless and until Parent shall have received, in form and substance reasonably satisfactory to Parent, from the Company’s independent public accountants, the “comfort” letter described in Section 9.02(c)(i). (b) The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and the Company and its counsel and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, case each time before either such document (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus or the Registration Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) if requested by Parent in writing, the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Certain Filings. (a) The Company Bank and Parent shall cooperate with one another (i) in connection with the preparation of the Bank Proxy Statement/Prospectus, Statement and the Registration Statement Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Bank Proxy Statement/Prospectus Statement or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The Company Bank and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement Statement, and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Bank Proxy Statement/Prospectus, in each case, case each time before either such document (or any amendment thereto) is filed with the SECSEC or FDIC, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of the Company Parent and the Parent Bank shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC SEC, FDIC or its their staff with respect to the Bank Proxy Statement or the Registration Statement/Prospectus , as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SECSEC or FDIC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

Certain Filings. (a) As soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing and shall thereafter as promptly as practicable (but in any event no later than ten (10) Business Days thereafter) mail or deliver the Proxy Statement to its stockholders. (b) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consentsConsents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement Transactions and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consentsConsents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (bc) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, Statement (including any amendment or supplement thereto) and each time before either such document (or any amendment thereto) it is filed with the SEC, and the Company shall give reasonable and good faith consideration shall be given to any comments made by such party Parent and its counsel. Each of the The Company and the Parent shall provide the other party Parent and its counsel with (i) any comments or other communications, whether written or oral, that it the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.61 #92864921v30

Certain Filings. (a) As promptly as practical following the date of this Agreement (any in any event, no later than twenty (20) Business Days after the date of this Agreement, unless the Parties otherwise agree), the Company shall prepare (with the assistance and cooperation of Parent as reasonably requested by the Company) and file or cause to be filed with the SEC a preliminary proxy statement relating to the Company Stockholders Meeting (as amended or supplemented, the “Proxy Statement”). (b) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers waivers. (includingc) Each of Parent and Merger Sub shall, but not limited toupon the Company’s request, promptly furnish to the Company all information concerning itself, its Subsidiaries, directors and officers and (to the extent reasonably available to Parent or Merger Sub) such other information concerning such Parent or Merger Sub as may be reasonably necessary or advisable in connection with any filings required statement, filing, notice or application made to the SEC or the NYSE in connection with the approval Proxy Statement. Parent and the Company shall each use reasonable best efforts to have the Proxy Statement cleared by FINRA the SEC as promptly as reasonably practicable after filing. Prior to each filing of the transactions contemplated by this Agreement). (b) The Proxy Statement or responding to any comments of the SEC with respect thereto, the Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the provide Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case, each time before either such document or response (including the proposed final version of such document or any amendment theretoresponse) is filed with the SEC, and give reasonable and good good-faith consideration shall be given to any comments made by such party Parent and its counselcounsel in connection with any such document or response. Each of the The Company and the Parent shall provide the other party Parent and its counsel with (i) any comments or other communications, whether written or oral, that it the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity communications. None of the Company, Parent or their respective Representatives shall agree to participate in the response to those comments and to provide comments on that response any material or substantive meeting or conference (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings telephone) with the SEC, or any member of the staff thereof, in respect of the Proxy Statement unless it consults with the other party in advance and, to the extent permitted by the SEC, allows the other party to participate. (cd) The Company shall use and Parent each agrees, as to itself and its commercially reasonable best efforts to cause Subsidiaries, that none of the information supplied or to be delivered to Parent supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and its directors a letter of its independent auditorsany amendment or supplement thereto will, dated (i) at the date on which of mailing to stockholders and at the Registration Statement shall become effective and (ii) times of the Closing Date, and addressed meeting of stockholders of the Company to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants be held in connection with registration the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements similar therein, in light of the circumstances under which they were made, not misleading. (e) If at any time prior to the Registration receipt of the Company Stockholder Approval, any information relating to the Company, Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such those actions or making any such filings, furnishing information required in connection therewith or with the Company Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement/Prospectus, in each case, each time before either such that document (or any amendment or supplement thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by such that party and its counsel. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Company Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) The Before any Merger Communication of Parent, the Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter or any of its independent auditors, dated their respective “participants” (as defined in Item 4 of Schedule 14A of the 1934 Act) is (i) disseminated to any investor, analyst, member of the date media, employee, client, customer or other third party or otherwise made accessible on which the Registration Statement shall become effective and website of Parent, the Company or any such participant, as applicable (whether in written, video or oral form via webcast, hyperlink or otherwise), or (ii) the Closing Dateutilized by any officer, and addressed to Parent and its directorssenior manager, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.key employee or advisor of Parent, the

Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement/Prospectus, and the Registration Statement (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contractscontracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement/Prospectus or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers (including, but not limited to, any filings required in connection with the approval by FINRA of the transactions contemplated by this Agreement)waivers. (b) The As promptly as practicable after the execution of this Agreement, Parent and the Company and its counsel shall be given reasonable opportunity to review and comment on prepare the Registration Proxy Statement and the Parent and its counsel Company shall be given a reasonable opportunity to review and comment on file with the SEC the Proxy Statement/Prospectus, in each case, each time before either . Parent and the Company shall use their reasonable best efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable after such document (or any amendment thereto) is filed with filing. Each of Parent and the SEC, and reasonable and good faith consideration shall be given Company will respond to any comments made of the SEC as promptly as practicable after receipt thereof. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the Proxy Statement is cleared by such party and its counselthe SEC. Each of Parent and the Company and the Parent shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. Each of Parent and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 8.02 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any filing pursuant to Section 8.02(c), Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (c) The Parent and the Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection make all necessary filings with registration statements similar respect to the Registration StatementMerger under the 1933 Act, the 1934 Act, applicable state blue sky laws and the rules and regulations thereunder.