Common use of Registration of Buyer Common Stock Clause in Contracts

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to Seller’s shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller will use its reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable (and in any event, within 50 days) following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to SellerGSB’s shareholders at the Seller GSB’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”)Merger. Seller GSB will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller Each of Buyer and GSB will use its their commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed delivered to its the GSB shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise SellerGSB, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or SellerGSB, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller GSB which should be set forth in an amendment or supplement to any of the Registration Statement or 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 Party that discovers such information shall promptly notify the other party Party hereto and, to the extent required by lawLaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller the Parties to its their respective shareholders. (b) Seller Buyer shall also take any action required to be taken under any applicable state securities laws Securities Laws in connection with the Merger and each of Buyer and Seller GSB shall furnish all information concerning it and the holders of Seller Common GSB Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the The Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common GSB Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable (and in any event, within 50 days) following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to SellerASBB’s shareholders at the Seller ASBB’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”)Merger. Seller ASBB will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller Each of Buyer and ASBB will use its their commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed delivered to its the ASBB shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise SellerASBB, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or SellerASBB, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller ASBB which should be set forth in an amendment or supplement to any of the Registration Statement or 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 Party that discovers such information shall promptly notify the other party Party hereto and, to the extent required by lawLaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller the Parties to its their respective shareholders. (b) Seller Buyer shall also take any action required to be taken under any applicable state securities laws Securities Laws in connection with the Merger and each of Buyer and Seller ASBB shall furnish all information concerning it and the holders of Seller ASBB Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the The Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller ASBB Common Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, the Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to the Seller’s shareholders at the Seller Seller’s Shareholders’ Meeting and to the Buyer’s shareholders at the Buyer’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”). The Seller will furnish to the Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with the Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. The Buyer shall use commercially its reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of the Buyer and the Seller will use its their reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its their respective shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Buyer will advise the Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to the Buyer or the Seller, or any of their respective affiliates, officers or directors, should be discovered by the Buyer or the Seller which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by the Buyer with the SEC and disseminated by Seller the Parties to its their respective shareholders. (b) Seller The Buyer shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of the Buyer and the Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, the Buyer shall notify the Nasdaq Stock Market of take such action as shall be necessary to permit the additional shares of Buyer Common Stock to be issued by the Buyer in exchange for the shares of Seller Common StockStock to be traded on the exchange on which Buyer Common Stock is listed.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following The Buyer, at its expense, will prepare, with the date hereofcooperation of the Shareholders, Buyer shall prepare and file with the SEC Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to ) covering the matters to be submitted to Seller’s shareholders at resale by the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to Shareholders of the shares of Buyer Common Stock to be issued pursuant to this Agreement within thirty (30) days following the distribution of the Buyer Common Stock to the Shareholders pursuant to Section 5.14 above. Buyer may satisfy its obligations under this Section 5.16 by filing an amendment (the “Amendment”) to its Registration Statement on Form SB-2 (Registration No. 333-71076) to include the shares of Buyer Common Stock issued hereunder. The Buyer will cause the Amendment to comply as to form in all material respects with the Merger (such proxy statement-prospectusapplicable provisions of the Act, and any amendments or supplements theretothe rules and regulations thereunder, and the “Proxy Statement/Prospectus”)WBCL. Seller The Shareholders will furnish to the Buyer all information concerning such Shareholders as the information required Buyer may reasonably request in connection with the preparation of the Amendment. Buyer will use its reasonable best efforts to be included in cause the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared become effective by the SEC as promptly as practicable and to keep the Registration Statement effective as long as is necessary with respect to consummate the Merger and Buyer Common Stock issued pursuant to this Agreement until all shares of the transactions contemplated hereby. Seller will use its reasonable efforts to cause Buyer Common Stock are eligible for immediate sale by the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective Shareholders under Rule 144(k) promulgated under the Securities Act. Prior to the filing of the Amendment, Buyer will take all action required under any applicable federal or state securities laws in connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement. The Buyer will promptly advise Seller, promptly the Shareholders after it receives notice thereof, that the Amendment has been filed with the SEC or after it receives notice of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the shares of Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, pursuant to this Agreement or any request by the SEC for amendment of the Proxy Statement/Prospectus Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. At no time shall the Buyer have any obligation or liability, or become obligated or liable, for any information provided by the Shareholders for inclusion in the Amendment to the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable (and in any event, within 50 days) following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to SellerSB’s shareholders at the Seller SB’s Shareholders’ Meeting and to Buyer’s shareholders at Buyer’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”)Merger. Seller SB will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller Each of Buyer and SB will use its their commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed delivered to its the SB shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise SellerSB, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or SellerSB, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller SB which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint 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 Party that discovers such information shall promptly notify the other party Party hereto and, to the extent required by lawLaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller the Parties to its their respective shareholders. (b) Seller Buyer shall also take any action required to be taken under any applicable state securities laws Securities Laws in connection with the Merger and each of Buyer and Seller SB shall furnish all information concerning it and the holders of Seller SB Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the The Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller SB Common Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement , which shall contain proxy materials relating to include the matters to be submitted to Seller’s shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also Proxy Statement/Prospectus and constitute the prospectus prospecuts relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectusMerger, and any amendments or supplements thereto, with the “Proxy Statement/Prospectus”)SEC. Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq NASDAQ Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to Seller’s the Seller shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall include in the Proxy Statement/Prospectus included in the Registration Statement such information regarding Buyer as Seller may reasonably request in connection with Seller’s use commercially of the Proxy Statement/Prospectus to solicit votes of Seller’s shareholders at the Seller Shareholders’ Meeting. Buyer shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by comments of the staff of the SEC for amendment of with respect to the Proxy Statement/Prospectus or the Registration StatementStatement and shall permit Seller and its counsel to participate in the drafting of any response to such SEC comments. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or 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 Party that discovers such information shall promptly notify the other party hereto Party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of take such action as shall be necessary to permit the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common StockStock to be traded on the exchange on which the Buyer Common Stock is listed. (c) Prior to the Effective Time, Buyer shall not declare or pay a dividend on shares of Buyer Common Stock other than cash dividends in amounts per share and at times substantially consistent with Buyer’s past practice.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer and Clover shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement , which shall contain proxy materials relating to include the matters to be submitted to Seller’s shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”). Seller Clover will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially its reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller Each of Buyer and Clover will use its their reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its the Clover shareholders and Buyer shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise SellerClover, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or SellerClover, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller Clover which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint 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 Party that discovers such information shall promptly notify the other party Party hereto and, to the extent required by lawLaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller the Parties to its their respective shareholders. (b) Seller Buyer shall also take any action required to be taken under any applicable state securities laws Securities Laws in connection with the Merger and each of Buyer and Seller Clover shall furnish all information concerning it and the holders of Seller Clover Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of take such action as shall be necessary to permit the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Clover Common StockStock to be traded on the primary exchange on which Buyer Common Stock is listed.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, The Buyer shall prepare and prepare, and, as soon as practicable but in no event later than the 30 days after the closing date, file with the SEC the a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger S-1 (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating ) or other applicable form for registration pursuant to the matters Securities Act, covering the issuance and sale by the Buyer to be submitted the persons named on Schedule 8 to Seller’s shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to this Agreement of the shares of Buyer Common Stock set forth in such Schedule 8 (the “Covered Shares”). The persons to whom the Covered Shares are to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, are referred to as the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Designated Persons.” The Buyer shall use commercially reasonable its best efforts to have the Registration Statement registration statement declared effective by the SEC and as soon as practicable, but in no event later than 9:30 A.M. on January 2, 2019 (the “Effectiveness Time”). To the extent that the Buyer is required to keep the Registration Statement effective subsequent to the issuance of the Covered Shares, the Buyer shall keep the Registration Statement current and effective until all of the Covered Shares are sold or such earlier date as long the Buyer is no longer required to maintain the effectiveness of the Registration Statement in order for any Designated Person to sell his Covered Shares, such period being referred to as is necessary to consummate the Merger and “Registration Period.” (b) (i)In the transactions contemplated hereby. Seller will use its reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after event that, for any reason, the Registration Statement is not declared effective under by the Securities Act. Buyer will advise SellerSEC by the Effectiveness Time, promptly after it receives notice thereofif, of on the time when day before the Registration Statement has become is proposed to be declared effective, the issuance of any stop order, the suspension of the qualification market price of the Buyer Common Stock issuable in connection with is lower than the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment market price of the Proxy Statement/Prospectus or Buyer Common Stock on January 2, 2019, the Registration Statement. If at any time registration statement shall be amended on the date prior to the Effective Time any information relating proposed effective date to Buyer or Seller, or any register such number of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of the additional shares of Buyer Common Stock issuable to each Designated Person determined by (i) dividing (x) the product of the number of Covered Shares to be issued to such Designated Person multiplied by the market price of Buyer in exchange for Common Stock on January 2, 2019 by (y) the market price of Buyer Common Stock on the day prior to the proposed effective date and (ii) subtracting from that number the number of such Designated Person’s Covered Shares. Any fractional shares shall be rounded up to the next higher number of shares. For purpose of this Section 8(b), the market price of the Buyer Common Stock shall mean the closing bid price of one shares of Seller Buyer Common StockStock as reported on the OTC Markets website.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, The Buyer shall prepare and prepare, and, as soon as practicable but in no event later than the 30 days after the closing date, file with the SEC the a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger S-1 (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating ) or other applicable form for registration pursuant to the matters Securities Act, covering the issuance and sale by the Buyer to be submitted the persons named on Schedule 8 to Seller’s shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to this Agreement of the shares of Buyer Common Stock set forth in such Schedule 8 (the “Covered Shares”). The persons to whom the Covered Shares are to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, are referred to as the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Designated Persons.” The Buyer shall use commercially reasonable its best efforts to have the Registration Statement registration statement declared effective by the SEC and as soon as practicable, but in no event later than 9:30 A.M. on January 2, 2020 (the “Effectiveness Time”). To the extent that the Buyer is required to keep the Registration Statement effective subsequent to the issuance of the Covered Shares, the Buyer shall keep the Registration Statement current and effective until all of the Covered Shares are sold or such earlier date as long the Buyer is no longer required to maintain the effectiveness of the Registration Statement in order for any Designated Person to sell his Covered Shares, such period being referred to as is necessary to consummate the Merger and “Registration Period.” (b) (i)In the transactions contemplated hereby. Seller will use its reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after event that, for any reason, the Registration Statement is not declared effective under by the Securities Act. Buyer will advise SellerSEC by the Effectiveness Time, promptly after it receives notice thereofif, of on the time when day before the Registration Statement has become is proposed to be declared effective, the issuance of any stop order, the suspension of the qualification market price of the Buyer Common Stock issuable in connection with is lower than the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment market price of the Proxy Statement/Prospectus or Buyer Common Stock on January 2, 2019, the Registration Statement. If at any time registration statement shall be amended on the date prior to the Effective Time any information relating proposed effective date to Buyer or Seller, or any register such number of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of the additional shares of Buyer Common Stock issuable to each Designated Person determined by (i) dividing (x) the product of the number of Covered Shares to be issued to such Designated Person multiplied by the market price of Buyer in exchange for Common Stock on January 2, 2020 by (y) the market price of Buyer Common Stock on the day prior to the proposed effective date and (ii) subtracting from that number the number of such Designated Person’s Covered Shares. Any fractional shares shall be rounded up to the next higher number of shares. For purpose of this Section 8(b), the market price of the Buyer Common Stock shall mean the closing bid price of one shares of Seller Buyer Common StockStock as reported on the OTC Markets website.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable (and in any event, within 50 days) following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to SellerSB’s shareholders at the Seller SB’s Shareholders’ Meeting and to Buyer’s shareholders at Buyer’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”)Merger. Seller SB will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller Each of Buyer and SB will use its their commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed delivered to its the SB shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise SellerSB, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or SellerSB, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller SB which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint 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 Party that discovers such information shall promptly notify the other party Party hereto and, to the extent required by lawLaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller the Parties to its their respective shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable (and in any event, within 50 days) following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to SellerCBG’s shareholders at the Seller CBG’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”)Merger. Seller CBG will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller Each of Buyer and CBG will use its their commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed delivered to its the CBG shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise SellerCBG, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or SellerCBG, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller CBG which should be set forth in an amendment or supplement to any of the Registration Statement or 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 Party that discovers such information shall promptly notify the other party Party hereto and, to the extent required by lawLaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller the Parties to its their respective shareholders. (b) Seller Buyer shall also take any action required to be taken under any applicable state securities laws Securities Laws in connection with the Merger and each of Buyer and Seller CBG shall furnish all information concerning it and the holders of Seller CBG Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the The Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller CBG Common Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to Seller’s shareholders at the Seller Shareholders’ Meeting and to Buyer’s shareholders at the Buyer’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer and Seller will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller the Parties to its their respective shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the The Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.

Registration of Buyer Common Stock. (a) As promptly Buyer shall use all reasonable efforts to cause the Buyer Common Stock issued in exchange for Target Stock and Buyer Common Stock issuable upon exercise of the Target Warrants (collectively, "Registrable Buyer Common Stock") to be registered under the Securities Act so as reasonably practicable following to permit the date hereofresale thereof, Buyer and in connection therewith shall prepare and file with the SEC within forty five (45) days following the Closing, and shall use all reasonable efforts to cause to become effective no later than ninety (90) days following the Closing, a registration statement (the "Registration Statement") on Form S-4 S-3 or on such other form as is then available under the Securities Act covering such Buyer Common Stock; provided, however, that each holder of such Buyer Common Stock shall provide all such information and materials to Buyer and take all such action as may be required in order to permit Buyer to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registration Statement. Such provision of information and materials is a condition precedent to the obligations of Buyer pursuant to this Section 6.15. Buyer shall not be required to effect more than one (1) registration under this Section 6.15. The offering made pursuant to such registration shall not be underwritten. (b) Notwithstanding the provisions of Section 6.15(a), Buyer shall be entitled to a one-time postponement of the declaration of effectiveness of the Registration Statement prepared and filed pursuant to Section 6.15(a) for a period of time up to forty-five (45) calendar days after the deadline therefor set forth in Section 6.15(a), if the Board of Directors of Buyer, acting in good faith, determines that there exists material nonpublic information about Buyer which the Board does not wish to disclose in a registration statement, which information would 34 39 otherwise be required by the Securities Act to be disclosed in the Registration Statement to be filed pursuant to Section 6.15(a) above. (c) Subject to the limitations of Section 6.15(b), Buyer shall: (i) prepare and file with the SEC the Registration Statement in accordance with Section 6.15(a) with respect to the issuance shares of Registrable Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating use all reasonable efforts to the matters to be submitted to Seller’s shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in cause the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared become effective by the SEC as promptly as practicable after filing and to keep the Registration Statement effective until the earlier of (A) one (1) year after the Effective Time or (B) such time as the shares of Registrable Buyer Common Stock can be sold without compliance with the registration requirements of the Securities Act; (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in the Registration Statement during such period; and (iii) furnish to each holder of Registrable Buyer Common Stock such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each such holder may reasonably request in order to effect the offering and sale of the shares of such Registrable Buyer Common Stock, but only so long as Buyer shall be required under the provisions hereof to cause the Registration Statement to remain effective. (d) Notwithstanding any other provision of this Section 6.15 but subject to Section 6.15(e), Buyer shall have the right at any time to require that all holders suspend open market offers and sales of Registrable Buyer Common Stock whenever, and for so long as, in the reasonable judgment of Buyer in good faith after consultation with counsel, there is or may be in existence material undisclosed information or events with respect to Buyer (the "Suspension Right"). In the event Buyer exercises the Suspension Right, such suspension will continue for the period of time reasonably necessary for disclosure to consummate occur at a time that is not materially detrimental to Buyer and its stockholders or until such time as the Merger and the transactions contemplated herebyinformation or event is no longer material, each as determined in good faith by Buyer after consultation with counsel. Seller Buyer will use its all reasonable efforts to cause limit the Proxy length of any such suspension to thirty (30) calendar days or less. (e) If any holder of Registrable Buyer Common Stock shall propose to sell any Registrable Buyer Common Stock pursuant to the Registration Statement/Prospectus , it shall notify the General Counsel of Buyer of its intent to do so (including the proposed manner and timing of all sales) at least three (3) full trading days prior to such sale, and the provision of such notice to Buyer shall conclusively be mailed deemed to its shareholders as promptly as practicable after reestablish and reconfirm an agreement by such holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such holder expressly for inclusion in the Registration Statement (as such information may have been superseded by information provided subsequently) is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, accurate as of the date of such notice. At any time when the Registration Statement has become effectivewithin such three (3) trading day period, the issuance of Buyer may refuse to permit such holder to resell any stop order, the suspension of the qualification of the Registrable Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or pursuant to the Registration Statement. If at any time prior ; provided, however, that in order to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Timeexercise this right, Buyer shall notify the Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.must deliver a certificate

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to the Seller’s shareholders at the Seller Seller's Shareholders’ Meeting and to the Buyer’s shareholders at the Buyer’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially its reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of take such action as shall be necessary to permit the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common StockStock to be traded on the exchange on which the Buyer Common Stock is listed.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following Buyer represents that it is eligible to use Form S-3 under the date hereofSecurities Act to effect registration of the Registrable Securities for resale by the Stockholders. Buyer will use its best efforts to effect the registration and qualification of the Registrable Securities in connection therewith, Buyer shall shall: (i) prepare and file as soon as practicable after the Effective Time, and use all reasonable efforts to cause to become effective, as soon as possible after the Pooling Restriction Expiration Date, a registration statement on Form S-3 (or any successor or other appropriate form) under the Securities Act permitting the Registrable Securities to be offered for resale by the Stockholders; (ii) prepare and file with the SEC a such amendments and supplements to such registration statement on Form S-4 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the issuance disposition of Buyer Common Stock all Registrable Securities until the earlier of such time as all of such Registrable Securities have been disposed of in accordance with the Merger intended methods of disposition by Holder set forth in such registration statement or the expiration of one (1) year after the Closing Date; (iii) furnish to Holder and to any underwriter of such Form S-4Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto, such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) or filed under Rule 424(b) under the Securities Act in accordance with Rule 430A thereunder, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as Holder or any amendments such underwriter may reasonably request; (iv) use all reasonable efforts to register or supplements theretoqualify all Registrable Securities covered by such registration statement under such "blue sky" or other securities law of such jurisdictions as Holder or any underwriter of such Registrable Securities will reasonably request, and do any and all other acts and things which may be necessary to enable Holder or any underwriter to consummate the “Registration Statement”). The Registration Statement disposition in such jurisdictions of the Registrable Securities covered by such registration statement, except that Buyer shall contain proxy materials relating not for any such purpose be required to the matters qualify generally to be submitted do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to Seller’s shareholders subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; and (v) promptly notify Holder at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the any time when a prospectus relating to the shares of Buyer Common Stock a registration pursuant to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information this Agreement is required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller will use its reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective delivered under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance occurrence of any stop orderevent as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the suspension statements therein not misleading in the light of the qualification circumstances then existing, and at the request of the Buyer Common Stock issuable in connection with the Merger for offering Holder prepare and furnish to Holder a reasonable number of copies of a supplement to or sale in any jurisdiction, or any request by the SEC for an amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior such prospectus as may be necessary so that, as thereafter delivered to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus so that any purchasers of such documents would Registrable Securities, such prospectus will not include any misstatement an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleading, the party that discovers then existing. Buyer may require Holder to furnish Buyer such information shall promptly notify regarding Holder and the other party hereto and, distribution of such securities as Buyer may from time to the extent time reasonably request in writing and as will be required by law, rules law or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholdersin connection with any registration. (b) Seller Holder will, upon receipt of any notice from Buyer of the occurrence of any event of the kind described in Section 5.13(a)(v) hereof, discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.13(a)(v) hereto, which supplemented or amended prospectus shall also take any action required be made available to Holder as soon as practicable. The period of time during which Buyer is obligated to maintain the effectiveness of a registration statement under Section 5.13(a)(ii) above shall be taken under any applicable state securities laws in connection with extended by the Merger and each number of Buyer and Seller shall furnish all information concerning it and the holders days of Seller Common Stock as may be reasonably requested in connection with any such actiondiscontinuance. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance issuance (1) We have been advised by the Staff of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements theretoSEC that a non-binding shareholder vote on potential executive payouts by the FCCO shareholders is not required. However, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to related rule is new and murky and it is possible that the matters to be submitted to Seller’s shareholders at the Seller Shareholders’ Meeting. SEC could change its mind. (2) Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer and Seller will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller the Parties to its their respective shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the The Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.

Registration of Buyer Common Stock. (a) The Buyer Common Stock will not be registered under federal or state securities laws, but rather, issued pursuant to an exemption therefrom. As promptly a result, Seller acknowledges and agrees that such Buyer Common Stock is “restricted” stock as reasonably practicable following the date hereofsuch term is defined under such securities laws and cannot be sold, Buyer pledged or transferred unless subsequently registered or unless an exemption is available allowing its resale. (b) Buyer, at its expense, shall prepare and file with the SEC a shelf registration statement on SEC Form S-4 with respect S-3, or such other Form then available to the issuance of Buyer Common Stock in the Merger Buyer, (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating ) within thirty (30) days after the Closing Date, pursuant to Rule 415 under the Securities Act with respect to the matters to be submitted to Seller’s shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectuscollectively, and any amendments or supplements thereto, the “Proxy Statement/ProspectusRegistrable Shares”). Seller will furnish to Buyer the information required to be included in shall use its Reasonable Efforts to: (i) have the Registration Statement with respect to its business declared effective on or before May 5, 2004; and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, (ii) keep the Registration Statement continuously effective and to supplement and amend it as required by the Securities Act and the regulations thereunder from the date the Registration Statement is declared effective (the “Initial Effective Date”) until the earliest to occur of the following events: (A) such time as the Seller may transfer the Buyer Common Stock pursuant to the safe harbor provisions of Rule 144 under the Securities Act without having to comply with any volume limitations under such rule; (B) notification to Buyer that all Registrable Shares have been sold for the account of the Seller; or (C) a request by the Seller that the Registration Statement be terminated (the period between the Initial Effective Date and earliest to occur of such events is hereinafter referred to as the “Registration Statement Period”). If the Registration Statement ceases to be effective at any time during the Registration Statement Period, Buyer, at its expense, shall within thirty days of such cessation cause to be filed an additional shelf registration statement covering the unsold balance of the Registrable Shares and shall use its Best Efforts to have such registration statement declared effective as soon as practicable thereafter and keep such registration statement effective until the end of the Registration Statement Period. (c) Buyer agrees to furnish Seller with such number of conformed copies of any registration statement and prospectus included therein (including each preliminary prospectus) covering the Registrable Shares as Seller may request in order to facilitate the public sale of the Registrable Shares covered by such registration statement. (d) All expenses incurred in connection with any registration under this Agreement shall be paid by Buyer, including without limitation all registration and filing fees, printing expense, fees and disbursements of counsel and independent public accountants for the Buyer, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of securities exchanges or the National Association of Securities Dealers, Inc., fees of transfer agents and registrars, but excluding any selling commissions and transfer taxes applicable to the sale of the Buyer Common Stock and any legal fees and expenses of counsel or other advisers and agents of the Seller. (e) Buyer agrees to: (i) supplement and amend the Registration Statement in a timely manner if required by the registration form utilized by the Buyer, or by the instructions applicable to such form or by the Securities Act or the rules and regulations thereunder or if reasonably requested by a majority in aggregate amount of the holders of Registrable Shares and to furnish the Seller with copies of any such amendment or supplement at least twenty-four hours prior to its being filed with the SEC. ; (ii) file with the SEC in a timely manner all reports and other documents required of Buyer under the Securities Act and the Exchange Act; (iii) make and keep public information regarding Buyer available (as those terms are understood and defined in Rule 144) at all times during the Registration Period or such longer period ending on the date upon which the Seller no longer needs to rely on Rule 144; and (iv) so long as Seller owns any Buyer Common Stock, furnish to Seller upon written request a written statement by Buyer that all reports and filings that are necessary to be filed by Buyer for Seller to avail itself of Rule 144 or 145 have been filed, and provide a copy of the most recent annual or quarterly report of Buyer, and any other reports and documents as Seller may reasonably request in availing itself of any rule or regulation of the SEC. (f) Buyer shall use commercially indemnify the Seller (and any Person who is an Affiliate of such Seller within the meaning of the Securities Act) against all expenses, claims, losses, damages, or liabilities, including, without limitation, reasonable efforts attorneys’ fees and court costs, to have which the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller will use its reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective may become subject under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance Exchange Act or any rule or regulation under either of them or other statute or at common law, arising out of or based upon: (i) any untrue statement or alleged untrue statement of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale material fact contained in any jurisdictionregistration statement, any preliminary prospectus or final prospectus contained therein, or any request amendment or supplement, and any document incorporated by reference therein (a “ Registration Document”); or (ii) any omission or alleged omission to state a material fact required to be stated in any Registration Document or necessary in order to make any statement in any Registration Document not misleading. Notwithstanding the SEC for foregoing, Buyer will not be liable to Seller to the extent that any liability arises out of or is based upon (A) any untrue statement or omission made in any Registration Document that had been corrected in a preliminary prospectus, prospectus supplement or amendment which had been furnished to Seller prior to any distribution of the Proxy Statement/Prospectus document alleged to contain the untrue statement or omission or that was made in reliance upon and in conformity with information furnished by Seller, or its Agents and Affiliates, to Buyer; (B) any offer or sale of Registrable Securities after receipt by Seller of a Standstill Notice (as defined below) and prior to the expiration of the standstill period or the release of a revised prospectus, or (C) the Seller’s failure to comply with the prospectus delivery requirements under the Securities Act or failure to distribute its Registrable Securities in a manner consistent with its intended plan of distribution as provided to the Buyer and disclosed in the Registration Statement. If at Buyer indemnification obligation will remain in full force and effect regardless of any time prior investigation made by or on behalf of Seller and will survive transfer of the Registrable Shares by the Seller. (g) Notwithstanding the provisions of (b) and (e) above, Buyer shall have the right to delay the Effective Time any information relating to Buyer filing or Sellerthe effectiveness of the Registration Statement, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any suspend the effectiveness of the Registration Statement upon notice to the Seller (a “Standstill Notice”) during one or more periods aggregating not more than forty five (45) days in any twelve-month period in the Proxy Statement/Prospectus so event that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make (i) the statements thereinBuyer would, in light accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the circumstances under which they were madeBuyer’s Board of Directors, not misleadingthere is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the party that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholdersCompany. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.

Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to Seller’s the Seller shareholders at the Seller Shareholders’ Shareholder Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or 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 notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Buyer with the SEC and disseminated by Seller to its shareholders. (b) Seller shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of Buyer and Seller shall furnish all information concerning it and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Buyer shall notify the Nasdaq Stock Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.