Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such compliance.

Registration Statement and Proxy Statement. (ia) The As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Registration Statement, in which the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts to commence have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and complete to keep the Rights Offering Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable. The Company will prepare and file practicable after the Registration Statement for is declared effective under the Rights Offering Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the Commission within two issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (2including concerning itself and its stockholders, or holders of a beneficial interest therein) Business Days following the execution of this Agreement in connection with any such action and the preliminary preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Commission within five Company, as applicable, without the other’s prior consent (5which shall not be unreasonably withheld, conditioned or delayed) Business Days following and without providing the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”including by incorporation by reference) to be filed effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Commission and any amendments Company, as applicable, will advise the other promptly after it receives oral or supplements thereto, in each case, prior to written notice of the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly time when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of effective or any comments supplement or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto)amendment thereto has been filed, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any order preventing written communication between it or suspending any of its representatives, on the use one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The the Company shall and Parent will use its reasonable best efforts to have promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and the Registration Statement cleared to have any stop order relating thereto or declared effectivesuspension lifted, as the case may be, by the Commission as promptly as practicable after they are filed with the Commissionreversed or otherwise terminated. While the Rights Offering is pending (and at all times prior The Company agrees to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed disseminated to the Company’s its stockholders as promptly as reasonably practicable after the Proxy Registration Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statementdeclared effective. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration TimeEffective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any event occurs as of such documents would not include a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or if it supplement describing such information shall be necessary promptly filed with the SEC and, to amend or supplement the Investment Decision Package extent required by law, disseminated to comply the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with applicable lawSection 8.01(c)(ii), the Company will promptly notify shall take all necessary actions in accordance with Applicable Law, the Purchasers Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any such event Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and prepare an amendment or supplement (y) the Company shall not submit to the Investment Decision Package that will correct vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such statement or omission or effect such compliancevote.

Registration Statement and Proxy Statement. (ia) The Acquirer and the Company shall use reasonable best efforts to commence and complete file with the Rights Offering SEC as soon as is reasonably practicable. The Company will prepare practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement for in which the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement Joint Proxy Statement/Prospectus shall be included. Acquirer and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its all commercially reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, effective by the Commission SEC as promptly as practicable after they are filed practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the Commissionissuance of shares of Acquirer Common Stock pursuant to this Agreement. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, Acquirer and the Company shall take promptly furnish to each other all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice ofinformation, and convene and holdtake such other actions, as promptly as practicable, a special meeting may reasonably be requested in connection with any action by any of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined belowthem in connection with this Section 7.2(a). (ivb) If at any time prior to the Expiration Time, Effective Time any event occurs as a result of shall occur which is required to be described in the Investment Decision PackageJoint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable required by law, disseminated to the Company will promptly notify stockholders of Acquirer and the Purchasers of any such event and prepare an Company; provided that no amendment or supplement to the Investment Decision Package that Joint Proxy Statement/Prospectus or the Form S-4 will correct be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer 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 Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such statement or omission or effect such complianceletters in connection with similar registration statements.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as As soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following ------------------------------------------ practicable after the execution of this Agreement, Parent, Liberty Media and the Company shall cooperate in the preparation of, and the Company shall file confidentially with the Commission, a preliminary proxy statement in form and substance reasonably satisfactory to each of Parent, Liberty Media and the Company, and, following resolution of comments, if any, of the Commission on the preliminary proxy statement, Liberty Media and Parent shall prepare and Parent shall file with the Commission a registration statement on Form S-4 (the "Registration Statement"), containing a form of prospectus that includes such proxy statement (as amended or supplemented, if applicable) registering under the Securities Act the issuance of the shares of Class A Liberty Media Group Stock issuable upon conversion of Company Common Stock pursuant to the Merger. The Each of Parent, Liberty Media and the Company shall: (x) provide each Purchaser shall use its commercially reasonable efforts to respond to any comments of the Commission and its counsel with a reasonable opportunity to review have the Registration Statement declared effective as promptly as practicable after such filing and the Proxy Statement (Company shall use its commercially reasonable efforts to cause the “SEC Transaction Documents”) to be proxy statement as filed with the Commission and any amendments as thereafter amended or supplements thereto, in each case, prior supplemented to be cleared by the Commission and mailed to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser Company's stockholders as promptly when as practicable after the Registration Statement has become effective; becomes effective (such proxy statement in the definitive form mailed to the Company's stockholders, as thereafter amended or supplemented, being referred to as the "Proxy Statement"). The Company, Liberty Media and (z) advise Parent will notify each Purchaser other party promptly after it receives notice of the receipt of any comments or inquiries by from the Commission (or its staff or any other government officials and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission or its staff for amending amendments or supplementing supplements to the Registration Statement, the Proxy Statement or any SEC Transaction Document other filing or for additional information, and in each such casewill supply the other parties with copies of all correspondence between it and any of its representatives, provide such Purchaser with a reasonable opportunity to review any such commentson the one hand, inquiries, request, or other communication from and the Commission and or its staff or any other government officials on the other hand, with respect to review the Registration Statement, the Proxy Statement, the Merger or any responses filing with the Commission relating thereto, and to duly consider in good faith . Whenever any comments of such Purchaser and its counsel and in the event of the issuance party hereto becomes aware of any stop order event that is required to be set forth in an amendment or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, supplement to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and Statement, the Registration Statement cleared or declared effective, as the case may be, by any other filing with the Commission as in connection with this Agreement or the transactions contemplated hereby, such party shall promptly as practicable after they are filed inform the other parties of such occurrence and cooperate in the prompt filing with the Commission. While the Rights Offering is pending (and at all times prior Commission or its staff or any other governmental officials, and/or mailing to the earlier to occur stockholders of the termination Company, of this Agreement and the Closing Date)such amendment or supplement, the Company which shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take comply in all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance material respects with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) Act. The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and Parent and Liberty Media, each shall promptly provide the Company shall take other (or its counsel) copies of all action necessary, filings made by such party with any Governmental Entity in accordance connection with and subject to this Agreement or the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below)transactions contemplated hereby. (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such compliance.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence Proxy Statement and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file the Registration Statement for (the Rights Offering “SEC Transaction Documents”) filed with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement shall be consistent in all material respects with the Commission within five (5) Business Days following last forms of such documents provided to Xxxxxxx and its counsel to review prior to the execution of this Agreementfiling thereof. The Company shall: (x) provide each Purchaser and its counsel Xxxxxxx with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “any SEC Transaction Documents”) Document that is amended after the date hereof prior to be filed its filing with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser Xxxxxxx and its counsel; (y) advise Xxxxxxx promptly of the time when each Purchaser promptly of the SEC Transaction Documents has been filed and when the Registration Statement has become effectiveeffective or any Prospectus or Prospectus supplement has been filed and shall furnish Elliott with copies thereof; and (z) advise each Purchaser Xxxxxxx promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser Elliott with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser Xxxxxxx with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses theretothereto and any amendment or supplement to any SEC Transaction Document before any filing with the Commission, and to duly consider in good faith any comments of such Purchaser Xxxxxxx and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Backstop Acquired Shares and the Investor Offered Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate Amended and Restated Certificate of incorporation Incorporation and bylawsSecond Amended and Restated Bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special an annual meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (Rights Offering Proposals, to the “Special Meeting”)extent required by applicable law or regulations or the rules of the NYSE. The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below)requisite stockholder approval of the Rights Offering Proposals. (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers Xxxxxxx of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such compliance.

Registration Statement and Proxy Statement. (ia) The Company shall use reasonable best efforts to commence and complete the Rights Offering As promptly as soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following practicable after the execution of this Agreement, the Company shall (i) prepare and mail to its shareholders and (ii) if required by applicable law file with the appropriate Regulatory Authorities a proxy or information statement (the "Proxy Statement") relating to the Company Shareholders' Meeting. Sterling shall furnish all information concerning Sterling and its Subsidiaries as the Company may reasonably request in connection with and the preparation of the Proxy Statement. The Company shall: (x) provide each Purchaser shall give Sterling and its counsel with a reasonable the opportunity to review the Registration Proxy Statement and each document to be incorporated by reference therein prior to mailing the Proxy Statement to its shareholders. (b) Unless otherwise required pursuant to the applicable fiduciary duties of the Company Board (as determined in good faith by the Company Board based upon the advice of its outside counsel), no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Sterling, which approval shall not be unreasonably withheld. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the “SEC Transaction Documents”stockholders of the Company and (ii) the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be filed with stated therein or necessary in order to make the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawalstatements therein not misleading. (iid) The Company shall use its reasonable best efforts information supplied or to have be supplied by Sterling for inclusion in the Proxy Statement and will not, at the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering time it is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed supplied to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at contain any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading. (e) The shares of Sterling Common Stock to be issued as the Merger Consideration will be issued under Sterling's effective shelf registration statement on Form S-4 (Registration No.333-46345) ("Registration Statement") under the Securities Act. Rule 145 under the Securities Act will be available to the Company Shareholders who receive these shares of Sterling Common Stock under Article III to sell these shares without further registration under the Securities Act. As of its effective date, the Registration Statement complied as to form in all material respect with the applicable requirements of the Securities Act. The prospectus (the "Prospectus"), included in the Registration Statement, at the time of delivery to Company stockholders and at the time of the Company Stockholders Meeting, has complied and will comply as to form in all material respects with the applicable requirements of the Securities Act. The Registration Statement and Prospectus do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such compliance.

Registration Statement and Proxy Statement. (ia) Pulte will prepare and file with SEC as soon as practicable after the date of this Agreement a Registration Statement on Form S-4 relating to the shares of Pulte Common Stock to be issued as a result of the merger (the "Registration Statement"). The Registration Statement will include a joint proxy statement (the "Joint Proxy Statement/Prospectus") of Pulte and the Company shall use reasonable best efforts relating to commence the Merger Stockholders Meetings. Pulte and complete the Rights Offering Company will cooperate to provide all information which is required to be included in the Registration Statement or in the Joint Proxy Statement/Prospectus in a timely manner so the Registration Statement can be filed with the SEC as soon as reasonably practicable. The Company Pulte will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering Statement, and Pulte and the issuance and sale of Company will cause the Purchaser Shares and the other transactions contemplated by this Agreement may be effected Joint Proxy Statement/Prospectus, to comply as to form in accordance all material respects with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The the rules under them. Pulte will use its best efforts, and the Company shall will cooperate with Pulte, to cause the Proxy Registration Statement to be distributed to declared effective by the Company’s stockholders staff of the SEC as promptly as practicable after it is filed (including without limitation, responding to any comments received from the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior SEC with respect to the tenth calendar day after filing Registration Statement) and to keep the Proxy Registration Statement that effective as long as is necessary to consummate the Commission will or will not be reviewing the Proxy StatementMerger. Subject to applicable law, the Board shall set the Record Date, Each of Pulte and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and holdwill, as promptly as practicable, a special meeting provide to the other copies of its stockholders any written comments received from the SEC with regard to consider the Registration Statement or the Joint Proxy Statement/Prospectus and vote upon, among will advise the other proposals, of any comments with respect to the Transaction Proposals (Registration Statement or the “Special Meeting”)Joint Proxy Statement/Prospectus which are received orally from the staff of the SEC. The Company shall Pulte will use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time obtain, prior to the Expiration Timeeffective date of Registration Statement, any event occurs as a result of qualifications, permits or approvals which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to are necessary under any state any material fact necessary securities laws in order to make carry out the statements thereinMerger, in the light of the circumstances under which they were madeand Pulte will pay all expenses incident to obtaining those qualifications, not misleading, permits or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, approvals. Pulte will provide the Company will promptly notify the Purchasers of with a reasonable opportunity to review and comment on any such event and prepare an amendment or supplement to the Investment Decision Package Form S-4 prior to filing such with the SEC, and will provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, however, that will correct such statement with respect to documents filed by a party which are incorporated by reference in the Form S-4 or omission Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or effect such complianceits business, financial condition or results of operations. (b) Pulte and Acquisition each represents and warrants to the Company, and the Company represents and warrants to Pulte, that none of the information supplied by it for

Registration Statement and Proxy Statement. (ia) The Parent and the Company shall use reasonable best efforts to commence and complete file with the Rights Offering SEC as soon as is reasonably practicable. The Company will prepare and file practicable after the Registration Statement for date hereof the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Joint Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof Statement/ Prospectus and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a all reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, effective by the Commission SEC as promptly as practicable after they are filed practicable. Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the Commissionissuance of Parent Stock pursuant hereto. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, Parent and the Company shall promptly furnish to each other all information, and take all such other actions, as may reasonably be requested in connection with any action necessary, by any of them in accordance connection with the preceding sentence. The information provided and subject to the General Corporation Law of the State of Delaware be provided by Parent and the Company’s certificate of incorporation and bylaws, to duly callrespectively, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, for use in the Transaction Proposals (the “Special Meeting”). The Company Joint Proxy Statement/Prospectus shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at not contain any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the parties agree that the financial information (including pro forma financial data and information) supplied or to be supplied by it or its representatives for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, or if it shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial information, as permitted by the rules of the SEC) and shall fairly present (subject, in the case of unaudited financial information, to normal, recurring audit adjustments) the financial information reflected therein as of the dates thereof or for the periods then ended. (c) Prior to the date of approval of the Parent Stock Issuance and Parent Charter Amendment by Parent's stockholders and adoption of this Agreement by the Company's stockholders, each of the Company, Parent and Subsidiary shall correct promptly any information provided by it to be used specifically in the Joint Proxy Statement/Prospectus and Registration Statement that shall have become false or misleading in any material respect and shall take all steps necessary to amend file with the SEC and have declared effective or supplement cleared by the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of SEC any such event and prepare an amendment or supplement to the Investment Decision Package that will Joint Proxy Statement/Prospectus or the Registration Statement so as to correct the same and to cause the Joint Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of the Company and Parent, in each case to the extent required by applicable law. (d) None of the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed or distributed, and, prior to the termination of this Agreement, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed or distributed, by or on behalf of Parent or Company, without consultation with the other party and its counsel or without providing the other party the reasonable opportunity to review and comment thereon. (e) Notwithstanding the foregoing, the Company shall not be required to take any action pursuant to this Section 7.2 if, at the time, the Company is not obligated to make the recommendation to its stockholders contemplated by Section 7.3(a) hereof pursuant to the terms of such statement or omission or effect such complianceSection 7.3(a).

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as As soon as reasonably practicable. The Company will prepare practicable following the date hereof, OCA and OrthAlliance shall jointly prepare, and OCA shall file with the SEC, the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and in which the Proxy Statement (the “SEC Transaction Documents”) to will be filed with the Commission included as a prospectus. Each of OCA and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company OrthAlliance shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, effective by the Commission SEC under the Securities Act as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior such filing, to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall thereafter cause the Proxy Statement to be distributed mailed to the Company’s OrthAlliance's stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders and to consider and vote upon, among other proposals, keep the Transaction Proposals (Registration Statement effective as long as is reasonably necessary to consummate the “Special Meeting”)Merger. The Company OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the Requisite Stockholder Approval (as defined below). (iv) If at any time prior transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Expiration Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request in connection with the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, or if it shall be necessary and the Proxy Statement will comply as to amend or supplement form in all material respects with the Investment Decision Package to comply with applicable law, provisions of the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such complianceExchange Act.

Registration Statement and Proxy Statement. (ia) The Acquirer and the Company shall use reasonable best efforts to commence and complete file with the Rights Offering SEC as soon as is reasonably practicable. The Company will prepare practicable after the date hereof the Proxy Statement/Prospectus and Acquirer shall file the Registration Statement for in which the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement Proxy Statement/Prospectus shall be included. Acquirer and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its all commercially reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, effective by the Commission SEC as promptly as practicable after they are filed practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the Commissionissuance of shares of Acquirer Common Stock pursuant to this Agreement. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, Acquirer and the Company shall take promptly furnish to each other all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice ofinformation, and convene and holdtake such other actions, as promptly as practicable, a special meeting may reasonably be requested in connection with any action by any of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined belowthem in connection with this Section 7.2(a). (ivb) If at any time prior to the Expiration Time, Effective Time any event occurs as a result of shall occur which is required to be described in the Investment Decision PackageProxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as then amended or supplementedrequired by law, would include an untrue statement of a material fact or omit disseminated to state any material fact necessary in order to make the statements therein, in the light stockholders of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an Company; provided that no amendment or supplement to the Investment Decision Package that Proxy Statement/Prospectus or the Form S-4 will correct be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer 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 Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. All filings by Acquirer and the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement, the Form S-4 and any amendment or supplement thereto, shall be subject to the prior review of the other, and all mailings to the Company's stockholders in connection with the transactions contemplated by this Agreement shall be subject to the prior review of the other party. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two (2) business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such statement or omission or effect such complianceletters in connection with similar registration statements.

Registration Statement and Proxy Statement. (ia) The Parent and the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Proxy Statement/Prospectus and Parent shall file the Form S-4. Parent and the Company shall use all commercially reasonable best efforts to commence and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, effective by the Commission SEC as promptly as practicable after they are filed practicable. Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the Commissionissuance of shares of Parent Common Stock pursuant to this Agreement. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, Parent and the Company shall take promptly furnish to each other all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice ofinformation, and convene and holdtake such other actions, as promptly as practicable, a special meeting may reasonably be requested in connection with any action by any of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined belowthem in connection with this Section 7.2(a). (ivb) If at any time prior to the Expiration Time, Effective Time any event occurs as a result of shall occur which is required to be described in the Investment Decision PackageProxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as then amended or supplementedrequired by law, would include an untrue statement of a material fact or omit disseminated to state any material fact necessary in order to make the statements therein, in the light stockholders of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an Company; provided that no amendment or supplement to the Investment Decision Package that Proxy Statement/Prospectus or the Form S-4 will correct be made by Parent or the Company without the approval of the other party. To the extent applicable, each of Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent 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 Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Parent and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two (2) business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such statement or omission or effect such complianceletters in connection with similar registration statements.

Registration Statement and Proxy Statement. (ia) Gold Banc shall, at Gold Banc's expense as soon as practicable prepare and file a registration statement on Form S-4, including the Proxy Statement, to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (the "Registration Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special stockholders' meetings of the Company, Gold Banc and Acquisition Subsidiary to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall reasonably and timely object in writing. Gold Banc, Acquisition Subsidiary and the Company shall use their reasonable best efforts to commence and complete have the Rights Offering Registration Statement declared effective under the Securities Act as soon as reasonably practicablemay be practicable and thereafter the Company shall distribute the Proxy Statement to its stockholders in accordance with applicable laws not fewer than twenty (20) Business Days prior to the date on which this Agreement is to be submitted to its stockholders for voting thereon. The Company will If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Gold Banc shall prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity such amendments or supplements to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements theretoGold Banc, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, Acquisition Subsidiary and the Company shall take all action necessarymail or otherwise furnish to their stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in accordance with and subject to the General Corporation Law reasonable opinion of the State of Delaware and Gold Banc, Acquisition Subsidiary or the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and holdbe necessary so that the Proxy Statement, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then so amended or supplemented, would include an will contain no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall as may be necessary to amend or supplement the Investment Decision Package to comply with applicable law. Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. (b) For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the Company will promptly notify the Purchasers meaning of any such event and prepare an amendment or supplement as required by paragraph (c) of Rule 144 adopted pursuant to the Investment Decision Package that will correct such statement or omission or effect such complianceSecurities Act.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will (i) The Company shall use reasonable best efforts to commence and complete in the Rights Offering as soon as reasonably practicable. The Company will prepare and file case of the Registration Statement for Statement, at the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after time it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared becomes effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and contain any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement, the time of the Stockholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleadingmisleading or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or if it event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule. If, at any time prior to the Effective Time, any event with respect to the Company, its officers or directors shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be necessary to amend or supplement the Investment Decision Package to comply with applicable lawso described, the Company will promptly notify the Purchasers of any such event and prepare an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Investment Decision Package that stockholders of the Company. The Proxy Statement will correct such statement or omission or effect such compliancecomply (excluding any matters relating to Parent and Sub, as to which the Company makes no representations) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. (ia) The Company shall use reasonable best efforts to commence and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as As promptly as practicable after they are filed the date of this Agreement, Parent and the Company shall prepare and file with the Commission. While SEC a preliminary joint proxy statement in form and substance reasonably satisfactory to each of Parent and the Rights Offering is pending Company and Parent shall prepare and file with the SEC a registration statement on Form S-4 (the "Registration Statement"), in which the joint proxy statement will be included as part of a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares and Parent Liberty Tracking Shares issuable upon conversion of the Shares (and at all times prior to the earlier to occur of the termination of this Agreement any securities convertible into or exchangeable for Shares) and the Closing Date), other transactions contemplated hereby. Each of Parent and the Company shall use its reasonable best efforts to cause respond to any comments of the SEC, to have the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders declared effective as promptly as practicable after such filing and to cause the Proxy Statement is cleared approved by the Commission, which clearance will SEC to be deemed to have occurred if the Commission has not affirmatively notified the Company prior mailed to the tenth calendar day after filing Company's stockholders at the earliest practicable time. The Company and Parent will notify the other party promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other governmental officials for amendments or supplements to the Registration Statement, the Proxy Statement that or any other filing or for additional information, and will supply the Commission will other with copies of all correspondence between it and any of its representatives, on the one hand, and the SEC, or will not be reviewing its staff or any other governmental officials, on the other hand, with respect to the Registration Statement, the Proxy Statement. Subject to applicable law, the Restructuring, the Merger or any other filing relating thereto. The Proxy Statement, the Registration Statement and such other filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any other filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. The Company and Parent each shall promptly provide the other (or its counsel) copies of all filings made by it with any Governmental Body in connection with this Agreement and the transactions contemplated hereby. Each party hereto agrees to cooperate reasonably with each other party in connection with the preparation and filing of the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. (b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger except to the extent the Board of Directors of the Company shall set have withdrawn or modified its approval or recommendation of this Agreement or the Record DateMerger as permitted by Section 7.2(b) or 7.3(a), and the Company shall take all action necessaryrecommendation of the Board of Directors of Parent in favor of approval of the issuance of Parent Shares in the Merger and the Parent Charter Amendment, in accordance with and subject except to the General Corporation Law extent the Board of Directors of Parent shall have withdrawn or modified its approval or recommendation of the State issuance of Delaware and Parent Shares in the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, Merger or the Parent Charter Amendment as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”permitted by Section 7.3(a). The Company shall use its reasonable best effort to cause the Proxy Statement to be mailed to its stockholders, and Parent shall use its reasonable best efforts to obtain cause the Requisite Stockholder Approval (as defined below). (iv) If at any time prior Proxy Statement to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit be mailed to state any material fact necessary in order to make the statements thereinits stockholders, in each case as promptly as practicable after the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such complianceRegistration Statement becomes effective.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as soon As promptly as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following practicable after the execution of this Agreement, Acquiror and the Company (the “Co-Registrants”) shall jointly prepare and the Co-Registrants shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) registering the Acquiror Common Stock to be issued in the Reorganization Merger and the Acquisition Merger Consideration for offer and sale under the Securities Act. Any Acquiror Common Stock issued in connection with the Merger will be registered on Form S-4, and any Acquiror Shareholder that does not participate in the Acquiror Shareholder Redemption (“Continuing Shareholders”) and Acquiror will enter into a customary registration rights agreement providing the Continuing Shareholders with customary shelf, piggyback and demand registration rights. The Company shall: Registration Statement shall include a proxy statement/prospectus in connection with the Transactions (xas amended or supplemented, the “Proxy Statement”) to be filed by the Acquiror on Schedule 14A and used for soliciting proxies from holders of Acquiror Class A Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. The Co-Registrants will provide each Purchaser other, as promptly as reasonably practicable, with such specific information concerning each the Co-Registrant, including but not limited to financial statements, corporate structure and its counsel any other relevant business information, as may be necessary for the inclusion in the Registration Statement, Proxy Statement and Other Filings (as defined below) to comply with a reasonable opportunity all applicable provisions of rules and regulations under the Securities Act, the Exchange Act, the Companies Act and the DGCL in connection with the preparation, filing and distribution of the Registration Statement and Proxy Statement and the solicitation of proxies thereunder, the calling and holding of the Special Meeting and the preparation and filing of the Other Filings. The information relating to review any Company Entity furnished by or on behalf of the Company in writing expressly for inclusion in such filings will not, (i) in the case of the Registration Statement and the Proxy Statement Statement, as of (the “SEC Transaction Documents”A) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; Effectiveness Date, (B) the date of mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (zC) advise each Purchaser promptly after it receives notice the date and time of the Special Meeting or (D) the Reorganization Effective Time or the Acquisition Effective Time or (ii) in the case of any comments or inquiries by Other Filing, on the Commission (date of its filing, contain any statement which, at such time and furnish each Purchaser with copies of any correspondence related thereto), in light of the issuance by circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Documentstatements therein, at such time and in light of the initiation circumstances under which they were made, not false or threatening of any proceeding for any such purposemisleading. Without limiting the foregoing, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and Acquiror will use its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. ensure that (i) the Registration Statement and Proxy Statement do not, as of (A) the Registration Statement Effectiveness Date, (B) the date of mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (C) the date and time of the Special Meeting or (D) the Reorganization Effective Time or the Acquisition Effective Time and (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effectiveany Other Filing does not, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting date of its stockholders to consider and vote uponfiling, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at contain any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not false or misleading. Whenever any information is discovered or event occurs which would reasonably be expected to result in the Registration Statement or Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Acquiror or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable lawCompany, as the Company case may be, will promptly notify inform the Purchasers other Party of such occurrence and cooperate in Acquiror filing with the SEC or its staff or any such event and prepare other Governmental Authority, and/or mailing to Acquiror Shareholders, an amendment or supplement to the Investment Decision Package that will correct such statement Registration Statement or omission Proxy Statement, as applicable. The Co-Registrants shall use their commercially reasonable efforts to (1) cause the Registration Statement and Proxy Statement and Other Filings to, when filed with the SEC, comply in all material respects with all legal requirements applicable thereto, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement, (3) cause all comments from the SEC on the Registration Statement and Proxy Statement to be cleared as promptly as practicable and (4) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Any fees relating to the filing of the Registration Statement or effect such compliancethe Proxy Statement shall be borne by the Company.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering As promptly as soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following practicable after the execution of this Agreement, Parent and the Company shall in consultation with each other prepare and file with the SEC the Proxy Statement and Parent in consultation with the Company shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as soon as practicable after the date hereof. Parent shall also use its reasonable efforts to take any action required to be taken under state securities or "blue sky" laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall: (x) provide each Purchaser shall furnish Parent with all information concerning the Company and the holders of its counsel capital stock and shall take such other action as Parent may reasonably request in connection with a reasonable opportunity to review the Proxy Statement and the Registration Statement and the Proxy Statement (issuance of shares of Parent Common Stock, and Parent shall furnish the “SEC Transaction Documents”) to be filed Company with all information concerning Parent and the holders of its capital stock and shall take such other action as the Company may reasonably request in connection with the Commission and Proxy Statement. If at any amendments or supplements thereto, in each case, time prior to the filing Effective Time any event or circumstance relating to Parent, any subsidiary of Parent, the Company, any subsidiary of the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of the parties hereto shall duly consider cause the Proxy Statement to comply as to form and substance, as to such party, in good faith any comments all material respects with the applicable requirements of such Purchaser (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and its counselregulations of the Exchange. No amendment or supplement to the Proxy Statement or the Registration Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld or delayed; (y) provided, however, that the consent of Parent shall not be required to amend or supplement the Proxy Statement to reflect the withdrawal of the recommendation of Company's Board of Directors that Company's stockholders vote in favor of the approval of this Agreement and/or the recommendation that Company's stockholders approve a Superior Proposal. Each of the parties hereto shall advise each Purchaser the other parties hereto, promptly after it receives notice thereof, of the time when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of effective or any comments supplement or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto)amendment has been filed, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Documentorder, of the initiation suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or threatening of sale in any proceeding for any such purposejurisdiction, or of any request by the Commission SEC for amending amendment of the Proxy Statement or supplementing any the Registration Statement or comments thereon and responses thereto or requests by the SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such compliance.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering As promptly as soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following practicable after the execution of this Agreement. The Company shall: , (x) provide each Purchaser Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC a proxy statement relating to the Acquiror Stockholders’ Meeting and the Acquiror Share Redemption (such proxy statement, together with any exhibits, amendments or supplements thereto, the “Proxy Statement”) and (y) Acquiror shall prepare (with the Company’s reasonable cooperation, including causing its counsel Subsidiaries and Representatives to cooperate) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Acquiror Class A Common Stock to be issued under this Agreement (collectively, the “Registration Statement Securities”). Each of Acquiror and the Company shall use its reasonable opportunity best efforts to review cause the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed comply with the Commission rules and any amendments or supplements theretoregulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Acquiror shall be responsible for the payment of all filing and other fees and expenses in each caseconnection with the preparation, filing and mailing of the Registration Statement and Proxy Statement, as applicable; provided, however, that in the event this Agreement is terminated in accordance with Article XI, the Company shall promptly reimburse Acquiror for 50% of all such filing fees and other fees and expenses incurred in connection with the preparation, filing and mailing of the Registration Statement and Proxy Statement, as applicable, prior to the filing thereof time at which the Agreement is terminated. Acquiror also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby, and the Company shall duly consider furnish all information concerning the Company, its Subsidiaries and any of their respective members or stockholders as may be reasonably requested in good faith connection with any such action. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, employees, managers and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement, a Current Report on Form 8‑K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including NASDAQ) in connection with the Merger and the other transactions contemplated hereby (collectively, the “Offer Documents”). Acquiror will cause the Proxy Statement to be mailed to the Acquiror Stockholders promptly after the Registration Statement is declared effective under the Securities Act and the Proxy Statement is cleared of any comments under the Exchange Act. (ii) To the extent permitted by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of such Purchaser and its counsel; (y) advise each Purchaser promptly the time when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of been declared effective or any comments supplement or inquiries by amendment to the Commission (and furnish each Purchaser with copies of any correspondence related thereto)Registration Statement has been filed, of the issuance by the Commission of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any order preventing or suspending the use of any SEC Transaction Documentjurisdiction, of the initiation or threatening written threat of any proceeding for any such purpose, or of any request by the Commission SEC for amending the amendment or supplementing any SEC Transaction Document supplement of the Registration Statement or the Proxy Statement or for additional information, . Each of Acquiror and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. To the extent permitted by Law, the Company and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are each time before any such document is filed with the CommissionSEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. While To the Rights Offering is pending extent permitted by Law, Acquiror shall provide the Company and its counsel with (and at all times prior A) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the earlier to occur of the termination of this Agreement Proxy Statement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement promptly after receipt of those comments or other communications and (B) a reasonable opportunity to remain effective. The Company participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated given), including by this Agreement may be effected in accordance participating with the applicable provisions of Company or its counsel in any discussions or meetings with the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky lawsSEC. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, Each of Acquiror and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law ensure that none of the State of Delaware and information supplied by or on its behalf for inclusion or incorporation by reference in (A) the Company’s certificate of incorporation and bylawsRegistration Statement will, to duly callat the time the Registration Statement is filed with the SEC, give notice ofat each time at which it is amended, at the time it is declared effective under the Securities Act, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, at the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Effective Time, contain any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, at the date it is first mailed to the Acquiror Stockholders and at the time of the Acquiror Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Effective Time any information relating to the Company, Acquiror or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or Acquiror, which is required or otherwise reasonably desirable to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement so that neither such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein (with respect to the Proxy Statement, in light of the circumstances under which they were made), not misleading, or if it the party which discovers such information shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event other parties and prepare an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Investment Decision Package that will correct such statement or omission or effect such complianceextent required by Law, disseminated to the Acquiror Stockholders.

Registration Statement and Proxy Statement. Gold Banc shall, at Gold Banc's expense, as soon as practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger and the Bank Merger (i) the "Registration Statement"). The Company and Gold Banc shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special shareholders' meetings of the Company, the Bank, Gold Banc and Gold Bank to be called for the purpose of considering and voting on the Merger and the Bank Merger (the "Proxy Statement"). The Company, the Bank, Gold Banc and Gold Bank shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Gold Banc shall not include in the Registration Statement any information concerning the Company or the Bank to which the Company shall reasonably and timely object in writing. Gold Banc and the Company shall use their reasonable best efforts to commence and complete have the Rights Offering Registration Statement declared effective under the Securities Act as soon as reasonably practicablemay be practicable and thereafter each of the Company and the Bank shall distribute the Proxy Statement to its shareholders in accordance with applicable laws not fewer than twenty (20) business days prior to the date on which this Agreement or the Bank Merger Agreement is to be submitted to its shareholders for voting thereon. The Company will If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Gold Banc shall prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity such amendments or supplements to review the Registration Statement and the Proxy Statement (and the “SEC Transaction Documents”) Company and the Bank shall mail or otherwise furnish to be filed with the Commission and any its shareholders such amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and as may, in the Registration Statement cleared reasonable opinion of Gold Banc or declared effectivethe Company, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then so amended or supplemented, would include an will contain no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall as may be necessary to amend or supplement the Investment Decision Package to comply with applicable law, . Gold Banc shall not be required to maintain the Company will promptly notify effectiveness of the Purchasers Registration Statement after delivery of any such event and prepare an amendment or supplement the Gold Banc Common Stock issued pursuant to the Investment Decision Package that will correct such statement or omission or effect such complianceMerger and the Bank Merger for the purpose of resale of Gold Banc Common Stock by any Person. For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Securities Act.

Registration Statement and Proxy Statement. (ia) The Company Summa and Calnetics shall use reasonable best efforts to commence and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file cooperate in preparing the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and including any amendments or supplements thereto, in ) and the Joint Proxy Statement/Prospectus to be included therein and each case, prior shall furnish to the filing thereof other for inclusion therein all such information relating to it as the other party or its counsel reasonably requests. Summa shall file the Registration Statement with the Commission promptly after completion, and Summa and Calnetics shall duly consider in good faith use all reasonable efforts to respond to any comments of the Commission staff and to have the Registration Statement declared effective as promptly as practicable and, thereafter, to maintain such Purchaser effectiveness through the Effective Time. Summa agrees to provide to Calnetics the opportunity to review and comment on the Registration Statement, each amendment or supplement to the Registration Statement, each responsive correspondence to be sent to the Commission, and each form of the Joint Proxy Statement/Prospectus within a reasonable time before filing, and agrees not to file any such documents without Calnetics' consent. Summa shall (i) include in the Registration Statement and each amendment and supplement information relating to Calnetics, its counsel; business and financial condition only as authorized by Calnetics, and (yii) advise each Purchaser promptly when provide to Calnetics (b) Calnetics and Summa shall not furnish to their respective shareholders any proxy materials relating to this Agreement or the Merger until the Registration Statement has become effective; . Calnetics and Summa each shall mail to its shareholders (zi) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Registration Statement is cleared by becomes effective, the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Joint Proxy Statement. Subject /Prospectus (the date of such mailing hereinafter being referred to applicable lawas the "Mailing Date"), the Board shall set the Record Date(ii) as promptly as practicable after receipt thereof, any supplemental or amended Joint Proxy Statement/Prospectus, and the Company shall take all action (iii) such other supplementary proxy materials as may be necessary, in accordance with and subject to the General Corporation Law light of the State circumstances arising after the mailing of Delaware and the Company’s certificate of incorporation and bylawsJoint Proxy Statement/Prospectus, to duly call, give notice of, and convene and holdmake the Joint Proxy Statement/Prospectus, as promptly as practicabletheretofore supplemented or amended, a complete and correct. The Joint Proxy Statement/Prospectus and all amendments and supplements thereto shall comply with applicable law and shall be in form and substance satisfactory to Summa and Calnetics. (c) Summa and Calnetics each shall advise the other if, at any time before the effective date of the Registration Statement, the date of the special meeting of its stockholders Calnetics Shareholders to consider and vote upon, among other proposalsbe held pursuant to Section 8.6 hereof, the Transaction Proposals (date of the “Special Meeting”). The Company shall use its reasonable best efforts special meeting of Summa Shareholders to obtain be held pursuant to Section 8.7 hereof, or the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Effective Time, any event occurs as a result of which the Investment Decision Package, as then amended Registration Statement or supplemented, would include the Joint Proxy Statement/Prospectus contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. In such event, Summa or if it Calnetics, as the case may be, shall be necessary provide the other with the information needed to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement misstatement or omission or effect such complianceomission.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as soon As promptly as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following practicable after the execution of this Agreement, Acquiror and the Company shall jointly prepare and Pubco shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) registering the Equity Securities of Pubco to be issued in the Reorganization Merger and the Acquisition Merger Consideration for offer and sale under the Securities Act. The Registration Statement shall include a proxy statement/prospectus in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be filed by the Acquiror on Schedule 14A and used for soliciting proxies from holders of Acquiror Class A Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. The Company shall: will provide Acquiror, as promptly as reasonably practicable, with such information concerning the Company as may be necessary for the information concerning the Company in the Registration Statement, Proxy Statement and Other Filings (xas defined below) provide each Purchaser to comply with all applicable provisions of and its counsel rules under the Securities Act, the Exchange Act, the Companies Act and the DGCL in connection with a reasonable opportunity the preparation, filing and distribution of the Registration Statement and Proxy Statement and the solicitation of proxies thereunder, the calling and holding of the Special Meeting and the preparation and filing of the Other Filings. The information relating to review the Company furnished by or on behalf of the Company in writing expressly for inclusion in such filings will not, (i) in the case of the Registration Statement and the Proxy Statement Statement, as of (the “SEC Transaction Documents”A) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and Effectiveness Date, (zB) advise each Purchaser promptly after it receives notice the date of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), mailing of the issuance by Registration Statement and Proxy Statement to the Commission holders of any stop order or of any order preventing or suspending Acquiror Ordinary Shares, (C) the use of any SEC Transaction Document, date and time of the initiation Special Meeting or threatening of any proceeding for any such purpose(D) the Reorganization Effective Time or the Acquisition Effective Time, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall in the case of any Other Filing, on the date of its filing, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which they were made, not false or misleading. Without limiting the foregoing, Acquiror will use its commercially reasonable best efforts to have the Proxy Statement and ensure that (A) the Registration Statement cleared or declared effectiveand Proxy Statement do not, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending of (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause I) the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that Effectiveness Date, (II) the Rights Offering and the issuance and sale date of mailing of the Purchaser Shares Registration Statement and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after holders of Acquiror Ordinary Shares, (III) the Proxy Statement is cleared by date and time of the CommissionSpecial Meeting, which clearance will be deemed to have occurred if or (IV) the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable lawReorganization Effective Time, the Board shall set Acquisition Effective Time or the Record DateAcquisition Effective Time, and the Company shall take all action necessary(B) any Other Filing does not, in accordance with and subject to the General Corporation Law as of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting date of its stockholders to consider and vote uponfiling, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at contain any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading (provided that Acquiror will not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by the expressly for inclusion in Registration Statement and Proxy Statement). Whenever any information is discovered or event occurs which would reasonably be expected to result in the Registration Statement or Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Acquiror or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable lawCompany, as the Company case may be, will promptly notify inform the Purchasers other Party of such occurrence and cooperate in Acquiror filing with the SEC or its staff or any such event and prepare other Governmental Authority, and/or mailing to stockholders of Acquiror, an amendment or supplement to the Investment Decision Package that will correct Registration Statement or Proxy Statement, as applicable. Each of the Parties shall use its commercially reasonable efforts to (1) cause the Registration Statement and Proxy Statement and Other Filings to, when filed with the SEC, comply in all material respects with all legal requirements applicable thereto, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement, (3) cause all comments from the SEC on the Registration Statement and Proxy Statement to be cleared as promptly as practicable and (4) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Neither Pubco nor Acquiror shall file the Registration Statement, Proxy Statement, Other Filing or any amendment or supplement thereto or any other document proposed to be filed in connection therewith with the SEC without the prior written consent of the Company, such statement consent not to be unreasonably withheld, conditioned or omission delayed. Any filing fees relating to the filing of the Registration Statement or effect such compliancethe Proxy Statement shall be borne by the Company.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts None of the information relating to commence and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser Pan Am and its counsel with a reasonable opportunity Subsidiaries to review the Registration Statement and be supplied by Pan Am for use in the Proxy Statement (and/or the “SEC Transaction Documents”) to be Registration Statement, at the respective times that the Registration Statement, the Proxy Statement or any amendment thereto is filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries is declared effective by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purposeCommission, or of any request by at the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all respective times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by mailed to Pan Am's shareholders and at the Commissiontime the Pan Am shareholders' meeting takes place (subject, which clearance will be deemed if required, to have occurred if a reasonable period of time for the Commission has not affirmatively notified the Company prior parties hereto to the tenth calendar day after filing the Proxy Statement that the Commission will take such action necessary to supplement or will not be reviewing amend the Proxy Statement. Subject to applicable law), the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at will contain any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or will omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Closing Date, an event or circumstance relating to Pan Am or any Subsidiary, or if it shall any of their respective officers or directors, should be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare discovered by Pan Am that should be set forth in an amendment or a supplement to the Investment Decision Package Registration Statement or Proxy Statement, Pan Am shall promptly inform AHC. The Proxy Statement, including any amendments thereto, will comply with and be distributed to the Pan Am shareholders in accordance with Pan Am's Articles of Incorporation and Bylaws and all applicable laws and regulations, including the Florida BCA, the Securities Act and the Exchange Act, and the rules and regulations of the AMEX. Pan Am understands that an investment in Carnival represents a relatively high degree of risk and there is no assurance that Carnival's business or operations will correct be successful. Pan Am has considered carefully the risk factors attendant to an investment in Carnival and that, as a consequence of such statement or omission or effect such compliancerisks, Pan Am could lose its entire investment in Carnival.

Registration Statement and Proxy Statement. (a) Decoy will use commercially reasonable efforts to furnish to Intec: (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as soon promptly as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days practicable following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution date of this Agreement. The Company shall: (x) provide each Purchaser , and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement in any event by March 31, 2021 (the “SEC Transaction DocumentsAudited Financial Statements Deadline”) to be filed with audited financial statements for the Commission fiscal years ended 2019 and any amendments or supplements thereto, 2020 for inclusion in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared (the “Decoy New Audited Financial Statements”) and (ii) no later than forty-five (45) days following the end of the interim period to which they relate, unaudited but reviewed interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or declared effectiveany periodic report due prior to the Closing if Decoy were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Decoy Interim Financial Statements”) (each applicable date in (i) or (ii) being the “Financial Statements Delivery Date”). Decoy shall also promptly deliver to Intec copies of any audited consolidated financial statements of Decoy that Decoy’s certified public accountants may issue. Decoy shall ensure that, and hereby undertakes that upon delivery, each of the Decoy New Audited Financial Statements and the Decoy Interim Financial Statements will be suitable for inclusion in the Proxy Statement and the Registration Statement and prepared in accordance with GAAP applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, and cash flows of Decoy as of the dates of and for the periods referred to in the Decoy New Audited Financial Statements or the Decoy Interim Financial Statements, as the case may be, except, in the case of the Decoy Interim Financial Statements, subject to year-end audit adjustments. (b) As promptly as practicable after the delivery of the Decoy New Audited Financial Statements, Intec shall prepare, with the reasonable cooperation of Decoy, and shall cause to be filed with the SEC, the Registration Statement, in which the Proxy Statement (with the proxy card required under the Companies Law) will be included as a prospectus. The Registration Statement and Proxy Statement shall comply with the applicable rules and regulations promulgated by the Commission SEC in all material respects. The Registration Statement and the Proxy Statement shall be subject to review and comment by Decoy prior to filing, which such comments, if any, shall in good faith be taken into account by Intec. Intec shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after they are it is filed with the Commission. While the Rights Offering is pending SEC. (c) Intec covenants and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause agrees that the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so and Proxy Statement will not, at the time that the Rights Offering and such statement or any amendment or supplement thereto is filed with or submitted to the issuance and sale SEC or is first mailed to the Intec Shareholders (as applicable), or at the time of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and Intec Shareholders’ Meeting, contain any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Intec makes no covenant, representation or warranty with respect to statements made in the Registration Statement and Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished by Decoy or its Representatives, and Decoy covenants and agrees that the information furnished by it and its Representatives will not, at the time that the Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with or submitted to the SEC or is first mailed to the Intec Shareholders, at the time of the Intec Shareholders’ Meeting, cause the Registration Statement and Proxy Statement to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC in all material respects. (d) Intec shall notify Decoy promptly of the receipt of any comments from the SEC or its staff, if any, and of any request by the SEC or its staff, if any, for amendments or supplements to the Registration Statement or Proxy Statement or for additional information and shall supply Decoy with copies of all material correspondence between Intec or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Registration Statement or Proxy Statement or the Transactions. Decoy shall use its commercially reasonable efforts to provide Intec with all information in its possession or control which is requested by the SEC or its staff, and Intec shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect to the Registration Statement or Proxy Statement, and shall use commercially reasonable efforts to consult with Decoy and its counsel prior to responding to any such comments of the SEC or its staff. (e) Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s equityholders that may be required or reasonably requested in connection with any action contemplated by this Section ‎5.1 or any filing due under applicable rules and regulations resulting from any action under this Agreement. If any event relating to Decoy occurs, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers Decoy becomes aware of any such event and prepare information, that should be disclosed in an amendment or supplement to the Investment Decision Package Registration Statement or Proxy Statement, then Decoy shall promptly inform Intec thereof and shall cooperate fully with Intec in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Intec Shareholders. (f) Each of Decoy and Intec (and Intec Parent) agree to provide promptly to the other such information concerning its business and financial statements (if requested by Intec, Decoy shall procure that will correct such statement information is, as required by Intec, reviewed or omission audited by Decoy’s auditors) and affairs as, in the reasonable judgment of the providing party or effect its counsel, may be required or appropriate for inclusion in the Registration Statement or Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Registration Statement or Proxy Statement. Intec shall not include in the Registration Statement or Proxy Statement any information with respect to Decoy or its Affiliates, the form and content of which information shall not have been approved by Decoy prior to such complianceinclusion. In connection with any filing Intec makes with the SEC that requires information about the transactions contemplated by this Agreement to be included, Decoy shall, and shall cause its Affiliates, in connection with the disclosure included in any such filing or the responses provided to the SEC in connection with the SEC’s comments to a filing, to use their commercially reasonable efforts to: (i) cooperate with Intec, (ii) respond to questions about Decoy required in any filing or requested by the SEC in a timely fashion; and (iii) promptly provide any information reasonably requested by Intec or Intec’s Representatives in connection with any filing with the SEC. (g) Prior to the Effective Time, Intec shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Intec Parent Common Stock to be issued in the Merger (to the extent required) shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Decoy Common Stock has an address of record on the applicable record date for determining the holders of Decoy Common Stock entitled to notice of and to consent to the Decoy Stockholder Written Consent; provided, however, that Intec shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction, unless Intec is already subject to service in such jurisdiction and except as may be required by the Securities Act.

Registration Statement and Proxy Statement. (ia) The Company shall use reasonable best efforts promptly prepare and file a registration statement on Form S-4 (which registration statement, in the form it is declared effective by the SEC, together with any and all amendments and supplements thereto and all information incorporated by reference therein, is referred to commence herein as the Registration Statement) under and complete pursuant to the Rights Offering as soon as reasonably practicableprovisions of the 1933 Act for the purpose of registering the Company Common Stock, the Company Preferred Stock, and the Surviving Securities to be issued in the Merger, together with any Company Common Stock issuable upon conversion of the Company Preferred Stock or upon exercise of the Surviving Securities (the Underlying Securities). PointeCom shall be allowed to participate in the preparation and review of the Registration Statement prior to filing with the SEC by the Company. The Company will prepare shall use commercially reasonable efforts to receive and file respond to the comments of the SEC and have the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreementdeclared effective. The Company shall: (x) provide each Purchaser and PointeCom shall promptly mail to their respective stockholders the proxy statement in its counsel with a reasonable opportunity definitive form contained in the Registration Statement. Such proxy statement shall also serve as the prospectus to review be included in the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission such proxy statement, prospectus, and any amendments or supplements thereto, in each case, prior the Joint Proxy Statement/Prospectus). Each of PointeCom and the Company agrees to provide as promptly as practical to the filing thereof other, such information concerning its business and shall duly consider financial statements and affairs as, in good faith any comments the reasonable judgment of such Purchaser and its counsel; (y) advise each Purchaser promptly when counsel for the other party, may be required or appropriate for inclusion in the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission Joint Proxy Statement/Prospectus and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and cause its counsel and auditors to cooperate with the other counselors and auditors in the event preparation of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Registration Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Joint Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”)/Prospectus. The Company shall use its commercially reasonable best efforts to obtain have the Requisite Stockholder Approval (as defined below). (iv) If at any time prior Company Common Stock to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, be issued in the light Merger, or upon conversion of the circumstances under which they were madeCompany Preferred Stock and the Surviving Securities to be listed on NASDAQ, not misleading, or if it shall be necessary to amend or supplement effective with the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such complianceissuance thereof.

Registration Statement and Proxy Statement. Gold Banc shall, at Gold Banc's expense as soon as practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (i) the "Registration Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special stockholders' meetings of the Company and Gold Banc to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall reasonably and timely object in writing. Gold Banc, Acquisition Subsidiary and the Company shall use their reasonable best efforts to commence and complete have the Rights Offering Registration Statement declared effective under the Securities Act as soon as reasonably practicablemay be practicable and thereafter the Company shall distribute the Proxy Statement to its stockholders in accordance with applicable laws not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its stockholders for voting thereon. The Company will If necessary, in light of developments occurring subsequent tothe distribution of the Proxy Statement, Gold Banc shall prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity such amendments or supplements to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, Gold Banc and the Company shall take all action necessarymail or otherwise furnish to their stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in accordance with and subject to the General Corporation Law reasonable opinion of the State of Delaware and Gold Banc, Acquisition Subsidiary or the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and holdbe necessary so that the Proxy Statement, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then so amended or supplemented, would include an will contain no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall as may be necessary to amend or supplement the Investment Decision Package to comply with applicable law. Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the Company will promptly notify the Purchasers meaning of any such event and prepare an amendment or supplement as required by paragraph (c) of Rule 144 adopted pursuant to the Investment Decision Package that will correct such statement or omission or effect such complianceSecurities Act.

Registration Statement and Proxy Statement. Gold Banc shall, at Gold Banc's expense as soon as practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (i) the "Registration Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special stockholders' meetings of the Company and Gold Banc to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall reasonably and timely object in writing. Gold Banc, Acquisition Subsidiary and the Company shall use their reasonable best efforts to commence and complete have the Rights Offering Registration Statement declared effective under the Securities Act as soon as reasonably practicablemay be practicable and thereafter the Company shall distribute the Proxy Statement to its stockholders in accordance with applicable laws not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its stockholders for voting thereon. The Company will If necessary, in light of developments occurring subsequent to 423985 v7 46 the distribution of the Proxy Statement, Gold Banc shall prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity such amendments or supplements to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, Gold Banc and the Company shall take all action necessarymail or otherwise furnish to their stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in accordance with and subject to the General Corporation Law reasonable opinion of the State of Delaware and Gold Banc, Acquisition Subsidiary or the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and holdbe necessary so that the Proxy Statement, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then so amended or supplemented, would include an will contain no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall as may be necessary to amend or supplement the Investment Decision Package to comply with applicable law. Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the Company will promptly notify the Purchasers meaning of any such event and prepare an amendment or supplement as required by paragraph (c) of Rule 144 adopted pursuant to the Investment Decision Package that will correct such statement or omission or effect such complianceSecurities Act.

Registration Statement and Proxy Statement. (ia) The Company shall use reasonable best efforts to commence and complete the Rights Offering Gold Banc shall, at Gold Banc's expense as soon as reasonably practicable. The Company will practicable prepare and file a registration statement on Form S-4, including the Proxy Statement, to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (the "Registration Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the special stockholders' meetings of the Company, Acquisition Subsidiary and Gold Banc to be called for the Rights Offering purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the Commission within two (2) Business Days following other's counsel, auditors and other experts in the execution preparation and filing of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, Statement. Gold Banc shall not include in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments information concerning the Company or inquiries by any Subsidiary to which the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have reasonably and timely object in writing. The Registration Statement, at the Proxy Statement and the Registration Statement cleared or time it is declared effective, and the Proxy Statement, at the time it is mailed to stockholders shall each comply as the case may be, by the Commission as promptly as practicable after they are filed to form in all material respects with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act Act, respectively. Gold Banc, Acquisition Subsidiary and any state or foreign securities or Blue Sky laws. (iii) The the Company shall cause use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter Gold Banc and the Company shall distribute the Proxy Statement to be distributed their respective stockholders in accordance with applicable laws not fewer than twenty (20) Business Days prior to the Company’s date on which this Agreement is to be submitted to their respective stockholders as promptly as practicable after for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or supplements to the Registration Statement and the Proxy Statement is cleared by the Commissionand Gold Banc, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, Acquisition Subsidiary and the Company shall take all action necessarymail or otherwise furnish to their stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in accordance with and subject to the General Corporation Law reasonable opinion of the State of Delaware and Gold Banc, Acquisition Subsidiary or the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and holdbe necessary so that the Proxy Statement, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then so amended or supplemented, would include an will contain no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall as may be necessary to amend or supplement the Investment Decision Package to comply with applicable law. Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. (b) For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the Company will promptly notify the Purchasers meaning of any such event and prepare an amendment or supplement as required by paragraph (c) of Rule 144 adopted pursuant to the Investment Decision Package that will correct such statement or omission or effect such complianceSecurities Act.

Registration Statement and Proxy Statement. (i) The Company Commerce shall use reasonable best efforts to commence and complete the Rights Offering as soon as reasonably practicable. The Company will practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Commerce Common Stock to be issued in the Merger (the “Registration Statement”). Company, Commerce and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement for the Rights Offering special stockholders’ meeting of Company to be called for the purpose of considering and voting on the Merger (the “Proxy Statement”). Company, Commerce and Sub shall each cause their counsel and auditors to cooperate with the Commission within two (2) Business Days following other’s counsel and auditors in the execution preparation and filing of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, Statement. Commerce shall not include in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; any information concerning Company to which Company shall reasonably and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (timely object in writing. Commerce, Sub and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its their reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, effective under the Securities Act as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action soon as may be reasonably necessary or advisable so that the Rights Offering practicable and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The thereafter Company shall cause distribute the Proxy Statement to be distributed its stockholders in accordance with applicable laws not fewer than 20 business days prior to the Company’s date on which this Agreement is to be submitted to its stockholders as promptly as practicable after for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement is cleared by the Commissionto Company or stockholders, which clearance will be deemed Company shall mail or otherwise furnish to have occurred if the Commission has not affirmatively notified the Company prior its shareholders such amendments or supplements to the tenth calendar day after filing the Proxy Statement materials as may, in the reasonable opinion of Commerce, Sub, or Company, be necessary so that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and holdStatement materials, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then so amended or supplemented, would include an will contain no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall as may be necessary to amend or supplement the Investment Decision Package to comply with applicable law. Commerce and Sub shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Commerce Common Stock issued pursuant hereto for the purpose of resale of Commerce Common Stock by any person. For a period of at least two years from the date of the conversion of shares described in Section 2.2 hereof, Commerce shall make available “adequate current public information” within the Company will promptly notify the Purchasers meaning of any such event and prepare an amendment or supplement as required by paragraph (c) of Rule 144 adopted pursuant to the Investment Decision Package that will correct such statement or omission or effect such complianceSecurities Act.

Registration Statement and Proxy Statement. (ia) The Company Metrocall and Arch shall use promptly prepare and file with the SEC the Joint Proxy Statement/Prospectus, and Metrocall, Arch and Parent shall prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement/Prospectus shall be included as a Prospectus) as promptly as practicable. Metrocall and Arch each shall use, and shall cause Parent to use, its reasonable best efforts to commence and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file have the Registration Statement for declared effective under the Rights Offering Securities Act as promptly as practicable (including by responding promptly to any comments made by the SEC with respect thereto), and promptly thereafter mail the Joint Proxy Statement/Prospectus to the stockholders of Metrocall and Arch. Metrocall and Arch each shall also use, and shall cause Parent to use, its reasonable best efforts to obtain prior to the effective date of the Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Commission within two (2) Business Days following the execution of this Agreement Merger and the preliminary Transactions and will pay all expenses incident thereto. Each party shall notify the other of the receipt of the comments of the SEC and of any requests by the SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or the Registration Statement or for additional information and shall promptly supply one another with copies of all correspondence between any of them (or their representatives) and the Commission within five SEC (5or its staff) Business Days following with respect thereto. Each of the execution of this Agreement. The Company shall: (x) Companies shall provide each Purchaser and its counsel the other with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and the Joint Proxy Statement/Prospectus prior to filing such with the SEC. If, at any time prior to the Metrocall Stockholders Meeting or the Arch Stockholders Meeting, any event shall occur relating to or affecting Metrocall, Arch, or their respective officers or directors, which event should be described in an amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement, the parties shall promptly inform one another and shall cooperate in promptly preparing, filing and clearing with the SEC and, if required by applicable securities laws, mailing to the stockholders of Metrocall or Arch, as the case may be, such amendment or supplement. Arch and Metrocall shall cause Parent to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable federal or state securities laws in connection with the issuance of the Parent Common Stock pursuant to the Transactions. (b) Metrocall and Arch each shall, and shall cause Parent to, upon request by the other party, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the Registration Statement or any other statement, filing, notice or application made by, or on behalf of, Metrocall, Arch, Parent or any of their respective Subsidiaries to any third party and/or any governmental authority in connection with the Merger and the Transactions. (c) Prior to the “date of approval of the Merger by their respective stockholders, each of Arch and Metrocall shall, and shall cause Parent to, correct promptly any information provided by it to be used specifically in the Joint Proxy Statement/Prospectus and Registration Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC Transaction Documents”and have declared effective or cleared by the SEC any amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement so as to correct the same and to cause the Joint Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of Arch and Metrocall, in each case to the extent required by applicable law. (d) Metrocall and Arch each shall, with respect to audited financial statements, pro-forma financial statements or other financial statements or other reports provided by any auditor or other expert for inclusion in any Metrocall SEC Report or Arch SEC Report, respectively, upon request by the other party, use their commercially reasonable efforts to obtain without cost to such requesting party, a consent letter from such auditor or expert addressed to the requesting party to use such auditor's or expert's name and include such statements or reports in any Arch SEC Report or Metrocall SEC Report, as applicable, to be filed with by the Commission and any amendments requesting party. (e) Each of the Companies will advise the other promptly after it receives notice or supplements theretootherwise becomes aware thereof, in each case, prior to of the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly time when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order order, or the suspension of the qualification of the Parent Common Stock issuable in connection with the Mergers for offering or sale in any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawaljurisdiction. (iif) The Company shall use its reasonable best efforts Notwithstanding any other provision in this Agreement to have the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement and Statement/Prospectus or the Registration Statement cleared shall be made without the approval of both Companies, which approval shall not be unreasonably withheld or declared effective, as the case may be, delayed; provided that with respect to documents filed by the Commission as promptly as practicable after they a party which are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause incorporated by reference in the Registration Statement or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and information relating to the other transactions contemplated by this Agreement party or its business, financial condition or results of operations; provided, further, that Arch or Metrocall may be effected in accordance with amend or supplement the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Joint Proxy Statement. Subject /Prospectus or Registration Statement (including by incorporation by reference) pursuant to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval Qualifying Amendment (as defined below). (iv) If at any time prior to effect such a change in its recommendation made in accordance with Section 5.2, and in such event, the right of approval shall apply only with respect to information relating to the Expiration Timeother party or its business, any event occurs as a result financial condition or results of which the Investment Decision Packageoperations, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it and shall be necessary subject to amend or supplement the Investment Decision Package right of each party to comply with applicable law, the Company will promptly notify the Purchasers have its Board of any such event Directors' deliberations and prepare conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Investment Decision Package that will correct Joint Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) to the extent it contains (i) a change, in accordance with Section 5.2, in the recommendation of the Board of Directors of Arch or Metrocall, as applicable, with respect to the transactions contemplated by this Agreement (as the case may be), (ii) a statement of the reasons of the Board of Directors of Arch or Metrocall (as the case may be) for making such statement or omission or effect such compliancechange in its recommendation and (iii) additional information reasonably related to the foregoing.

Registration Statement and Proxy Statement. (ia) The Company shall use reasonable best efforts to commence and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as As promptly as practicable after they are filed the date of this Agreement, Parent and the Company shall prepare and file with the Commission. While SEC a preliminary joint proxy statement in form and substance reasonably satisfactory to each of Parent and the Rights Offering is pending Company and Parent shall prepare and file with the SEC a registration statement on Form S-4 (the "Registration Statement"), in which the joint proxy statement will be included as part of a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares and Parent Liberty Tracking Shares issuable upon conversion of the Shares (and at all times prior to the earlier to occur of the termination of this Agreement any securities convertible into or exchangeable for Shares) and the Closing Date), other transactions contemplated hereby. Each of Parent and the Company shall use its reasonable best efforts to cause respond to any comments of the SEC, to have the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders declared effective as promptly as practicable after such filing and to cause the Proxy Statement is cleared approved by the Commission, which clearance will SEC to be deemed to have occurred if the Commission has not affirmatively notified the Company prior mailed to the tenth calendar day after filing Company's stockholders at the earliest practicable time. The Company and Parent will notify the other party promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other governmental officials for amendments or supplements to the Registration Statement, the Proxy Statement that or any other filing or for additional information, and will supply the Commission will other with copies of all correspondence between it and any of its representatives, on the one hand, and the SEC, or will not be reviewing its staff or any other governmental officials, on the other hand, with respect to the Registration Statement, the Proxy Statement. Subject to applicable law, the Restructuring, the Merger or any other filing relating thereto. The Proxy Statement, the Registration Statement and such other filings shall comply in all material respects with all 57 applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any other filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. The Company and Parent each shall promptly provide the other (or its counsel) copies of all filings made by it with any Governmental Body in connection with this Agreement and the transactions contemplated hereby. Each party hereto agrees to cooperate reasonably with each other party in connection with the preparation and filing of the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. (b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger except to the extent the Board of Directors of the Company shall set have withdrawn or modified its approval or recommendation of this Agreement or the Record DateMerger as permitted by Section 7.2(b) or 7.3(a), and the Company shall take all action necessaryrecommendation of the Board of Directors of Parent in favor of approval of the issuance of Parent Shares in the Merger and the Parent Charter Amendment, in accordance with and subject except to the General Corporation Law extent the Board of Directors of Parent shall have withdrawn or modified its approval or recommendation of the State issuance of Delaware and Parent Shares in the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, Merger or the Parent Charter Amendment as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”permitted by Section 7.3(a). The Company shall use its reasonable best effort to cause the Proxy Statement to be mailed to its stockholders, and Parent shall use its reasonable best efforts to obtain cause the Requisite Stockholder Approval (as defined below). (iv) If at any time prior Proxy Statement to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit be mailed to state any material fact necessary in order to make the statements thereinits stockholders, in each case as promptly as practicable after the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such complianceRegistration Statement becomes effective.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as As soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following practicable after the execution of this Agreement, Parent, Liberty and the Company shall cooperate in the preparation of, and the Company shall file confidentially with the Commission, a preliminary proxy statement (the "Preliminary Proxy Statement") in form and substance reasonably satisfactory to each of Parent, Liberty and the Company, and following resolution of comments, if any, of the Commission on the preliminary proxy statement, Liberty and Parent shall prepare and Parent shall file with the Commission a registration statement on Form S-4 (the "S-4 Registration Statement"), containing a form of prospectus that includes such proxy statement (as amended or supplemented, if applicable) registering under the Securities Act the issuance of the shares of Class A Liberty Group Stock issuable upon conversion of Company Stock pursuant to the Merger. The Each of Parent, Liberty and the Company shall: (x) provide each Purchaser and shall use its counsel with a reasonable opportunity efforts to review respond to any comments of the Commission, to have the S-4 Registration Statement declared effective as promptly as practicable after such filing and to cause the Proxy Statement (the “SEC Transaction Documents”) to be proxy statement as filed with the Commission and any amendments as thereafter amended or supplements thereto, in each case, prior supplemented to be approved by the Commission and mailed to the filing thereof Company's stockholders at the earliest practicable time (such proxy statement in the definitive form mailed to the Company's stockholders, as thereafter amended or supplemented, being referred to as the "Proxy Statement"). The Company and shall duly consider in good faith any comments Parent will notify each other party promptly of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice receipt of any comments or inquiries by from the Commission (or its staff and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission or its staff or any other government officials for amending amendments or supplementing supplements to the S-4 Registration Statement, the Proxy Statement or any SEC Transaction Document other filing or for additional information, and in each such casewill supply the other parties with copies of all correspondence between it and any of its representatives, provide such Purchaser with a reasonable opportunity to review any such commentson the one hand, inquiries, request, or other communication from and the Commission and or its staff or any other governmental officials on the other hand, with respect to review the S-4 Registration Statement, the Proxy Statement, the Merger or any responses filing with the Commission relating thereto. Whenever a party becomes aware of any event that is required to be set forth in an amendment or supplement to the Proxy Statement, and to duly consider the S-4 Registration Statement or any other filing with the Commission in good faith any comments connection with this Agreement or the transactions contemplated hereby, such party shall promptly inform the other parties of such Purchaser occurrence and its counsel and cooperate in the event prompt filing with the Commission or its staff or any other governmental officials, and/or mailing to stockholders of the issuance Company, of any stop order an amendment or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company supplement that shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed comply in all material respects with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) Act. The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and Parent and Liberty, each shall promptly provide the Company other (or its counsel) copies of all filings made by such party with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party shall take all action necessary, in accordance provide the other party with drafts thereof and subject afford the other party a reasonable opportunity to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below)comment on such drafts. (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such compliance.

Registration Statement and Proxy Statement. (ia) The Company Summa and Calnetics shall use reasonable best efforts cooperate in preparing the Registration Statement (including any amendments or supplements thereto) and the Joint Proxy Statement/Prospectus to commence be included therein and complete each shall furnish to the Rights Offering other for inclusion therein all such information relating to it as soon as the other party or its counsel reasonably practicablerequests. The Company will prepare and Summa shall file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution promptly after completion, and Summa and Calnetics shall use all reasonable efforts to respond to any comments of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following staff and to have the execution of this AgreementRegistration Statement declared effective as promptly as practicable and, thereafter, to maintain such effectiveness through the Effective Time. The Company shall: (x) Summa agrees to provide each Purchaser and its counsel with a reasonable to Calnetics the opportunity to review and comment on the Registration Statement, each amendment or supplement to the Registration Statement, each responsive correspondence to be sent to the Commission, and each form of the Joint Proxy Statement/Prospectus within a reasonable time before filing, and agrees not to file any such documents without Calnetics' consent. Summa shall (i) include in the Registration Statement and each amendment and supplement information relating to Calnetics, its business and financial condition only as authorized by Calnetics, and (ii) promptly provide to Calnetics copies of all correspondence received from the Commission with respect to the Registration Statement and its amendments or supplements and copies of all responsive correspondence to the Commission. Summa agrees to notify Calnetics of any stop orders or threatened stop orders with respect to the Registration Statement. The Joint Proxy Statement (the “SEC Transaction Documents”) to Statement/Prospectus may be filed with the Commission as confidential preliminary proxy material under Regulation 14A of the Exchange Act. (b) Calnetics and Summa shall not furnish to their respective shareholders any amendments proxy materials relating to this Agreement or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when Merger until the Registration Statement has become effective; . Calnetics and Summa each shall mail to its shareholders (zi) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Registration Statement is cleared by becomes effective, the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Joint Proxy Statement. Subject /Prospectus (the date of such mailing hereinafter being referred to applicable lawas the "Mailing Date"), the Board shall set the Record Date(ii) as promptly as practicable after receipt thereof, any supplemental or amended Joint Proxy Statement/Prospectus, and the Company shall take all action (iii) such other supplementary proxy materials as may be necessary, in accordance with and subject to the General Corporation Law light of the State circumstances arising after the mailing of Delaware and the Company’s certificate of incorporation and bylawsJoint Proxy Statement/Prospectus, to duly call, give notice of, and convene and holdmake the Joint Proxy Statement/Prospectus, as promptly as practicabletheretofore supplemented or amended, a complete and correct. The Joint Proxy Statement/Prospectus and all amendments and supplements thereto shall comply with applicable law and shall be in form and substance satisfactory to Summa and Calnetics. (c) Summa and Calnetics each shall advise the other if, at any time before the effective date of the Registration Statement, the date of the special meeting of its stockholders Calnetics Shareholders to consider and vote upon, among other proposalsbe held pursuant to Section 8.6 hereof, the Transaction Proposals (date of the “Special Meeting”). The Company shall use its reasonable best efforts special meeting of Summa Shareholders to obtain be held pursuant to Section 8.7 hereof, or the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Effective Time, any event occurs as a result of which the Investment Decision Package, as then amended Registration Statement or supplemented, would include the Joint Proxy Statement/Prospectus contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. In such event, Summa or if it Calnetics, as the case may be, shall be necessary provide the other with the information needed to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement misstatement or omission or effect such complianceomission.

Registration Statement and Proxy Statement. (ia) Sema will prepare and file with the SEC as soon as practicable after the date of this Agreement a registration statement on Form F-4 relating to the Sema ADS's to be issued as a result of the Merger (the "Sema Registration Statement") and (together with the Depositary) a registration statement on Form F-6 (the ""Form F-6") relating to the Sema ADS's. The Sema Registration Statement will include a proxy statement (the "Proxy Statement/Prospectus") of the Company shall use reasonable best efforts relating to commence its Merger Shareholders Meeting. Sema and complete the Rights Offering Company will cooperate to provide all information which is required to be included in the Sema Registration Statement or in the Proxy Statement/Prospectus in a timely manner so the Sema Registration Statement can be filed with the SEC as soon as reasonably practicable. The Company Sema will prepare and file cause the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser and its counsel with a reasonable opportunity to review the Sema Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional informationForm F-6, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in Company will cause the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualificationProxy Statement/Prospectus, to use promptly its reasonable best efforts comply as to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at form in all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance material respects with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The the rules under them. Sema will use its best efforts, and the Company shall will cooperate with Sema, to cause the Proxy Sema Registration Statement and the Form F-6 to be distributed to declared effective by the Company’s stockholders SEC as promptly as practicable after it is filed (including without limitation, responding to any comments received from the Proxy Statement is cleared by staff of the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior SEC with respect to the tenth calendar day after filing the Proxy Sema Registration Statement that the Commission will or will not be reviewing the Proxy Statement/Prospectus) and to keep the Sema Registration Statement and the Form F-6 effective as long as is necessary to consummate the Merger. Subject to applicable law, the Board shall set the Record Date, Each of Sema and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and holdwill, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior provide to the Expiration Time, other of them copies of any event occurs as a result written comments received from the SEC with regard to the Sema Registration Statement or the Proxy Statement/Prospectus and will advise the other of them of any comments with respect to the Sema Registration Statement or the Proxy Statement/Prospectus which are received orally from the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light staff of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company SEC. Sema will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such compliance.use its

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as As soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following practicable after the execution of this Agreement, Parent, Liberty and the Company shall cooperate in the preparation of, and the Company shall file confidentially with the Commission, a preliminary proxy statement in form and substance reasonably satisfactory to each of Parent, Liberty and the Company, and following resolution of comments, if any, of the Commission on the preliminary proxy statement, Liberty and Parent shall prepare and Parent shall file with the Commission a registration statement on Form S-4 (the "Registration Statement"), containing a form of prospectus that includes such proxy statement (as amended or supplemented, if applicable) registering under the Securities Act the issuance of the shares of Class A Liberty Group Stock issuable upon conversion of Company Common Stock pursuant to the Merger. The Each of Parent, Liberty and the Company shall: (x) provide each Purchaser and its counsel with a shall use commercially reasonable opportunity efforts to review respond to any comments of the Commission, to have the Registration Statement declared effective as promptly as practicable after such filing and to cause the Proxy Statement (the “SEC Transaction Documents”) to be proxy statement as filed with the Commission and any amendments as thereafter amended or supplements thereto, in each case, prior supplemented to be approved by the Commission and mailed to the filing thereof Company's stockholders at the earliest practicable time (such proxy statement in the definitive form mailed to the Company's stockholders, as thereafter amended or supplemented, being referred to as the "Proxy Statement"). The Company and shall duly consider in good faith any comments Parent will notify each other party promptly of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice receipt of any comments or inquiries by from the Commission (or its staff and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission or its staff or any other government officials for amending amendments or supplementing supplements to the Registration Statement, the Proxy Statement or any SEC Transaction Document other filing or for additional information, and in each such casewill supply the other parties with copies of all correspondence between it and any of its representatives, provide such Purchaser with a reasonable opportunity to review any such commentson the one hand, inquiries, request, or other communication from and the Commission and or its staff or any other governmental officials on the other hand, with respect to review the Registration Statement, the Proxy Statement, the Merger or any responses filing with the Commission relating thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance . Whenever a party becomes aware of any stop order event which is required to be set forth in an amendment or of any order preventing or suspending supplement to the use of any SEC Transaction Document or suspending any such qualificationRegistration Statement, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by any other filing with the Commission as in connection with this Agreement or the transactions contemplated hereby, such party shall promptly as practicable after they are filed inform the other parties of such occurrence and cooperate in the prompt filing with the Commission. While the Rights Offering is pending (and at all times prior Commission or its staff or any other governmental officials, and/or mailing to the earlier to occur stockholders of the termination Company, of this Agreement and the Closing Date), the Company such amendment or supplement which shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take comply in all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance material respects with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) Act. The Company shall cause the Proxy Statement to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and Parent and Liberty, each shall promptly provide the Company shall take other (or its counsel) copies of all action necessary, filings made by such party with any Governmental Entity in accordance connection with and subject to this Agreement or the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below)transactions contemplated hereby. (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such compliance.

Registration Statement and Proxy Statement. As soon as practicable following the date of this Agreement, Tremont shall prepare and file with the SEC a preliminary Proxy Statement in form and substance reasonably satisfactory to each of Valhi and Tremont, and Valhi shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Each of Valhi and Tremont shall use its reasonable commercial efforts to (i) The Company shall use reasonable best efforts respond to commence any comments of the SEC and complete the Rights Offering as soon as reasonably practicable. The Company will prepare and file (ii) have the Registration Statement for declared effective under the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement Securities Act and the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of this Agreement. The Company shall: (x) provide each Purchaser rules and its counsel with a reasonable opportunity regulations promulgated thereunder as promptly as practicable after such filing and to review keep the Registration Statement and effective as long as is reasonably necessary to consummate the Merger. Tremont will use its reasonable commercial efforts to cause the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior mailed to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser stockholders as promptly when as practicable after the Registration Statement has become effective; and (z) advise each Purchaser is declared effective under the Securities Act. Each party will notify the other promptly after it receives notice of the receipt of any comments or inquiries by from the Commission (SEC and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission SEC for amending amendments or supplementing any SEC Transaction Document supplements to the Registration Statement or the Proxy Statement or for additional informationinformation and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, and in each such case, provide such Purchaser with a reasonable opportunity respect to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effectivethe Proxy Statement. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Valhi or Tremont, as the case may be, by shall promptly inform the Commission as promptly as practicable after they are filed other of such occurrences and cooperate in filing with the Commission. While the Rights Offering is pending (and at all times prior SEC and/or mailing to the earlier stockholders of Tremont such amendment or supplement. The Proxy Statement shall, subject to occur Section 5.3, include the recommendation of the termination board of directors of Tremont in favor of approval of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effectivetransactions contemplated hereby. The Company Proxy Statement shall also include the Fairness Opinion of the Tremont Financial Advisor. Valhi shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of the Valhi Common Stock pursuant to the Merger, and Tremont shall furnish all action information concerning Tremont and the holders of shares of Tremont Common Stock and rights to acquire such shares pursuant to the Tremont Option Plans as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected requested in accordance connection with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement such action. Valhi will use its reasonable commercial efforts to be distributed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commissionobtain, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law effective date of the State of Delaware and Registration Statement, all necessary state securities or "blue sky" permits or approvals required to carry out the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below)transactions contemplated hereby. (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such compliance.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as As soon as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days ---------------------------------------------- practicable following the execution of this Agreement. The Company shall: , Murdock shall (xi) provide each Purchaser file witx xxx XEC and its counsel with a reasonable opportunity to review the Registration Statement and the Proxy Statement (the “SEC Transaction Documents”) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement cleared and the Registration Statement cleared or declared effective, as the case may besoon as possible, by the Commission SEC a Proxy Statement and Registration Statement on Form S-4 (or similar or successor form) (the "FILING") to (x) register, for purposes of issuance in the Merger, the shares of Murdock Common Stock to be xxxxxx as Merger Consideration and (y) be delivered to the stockholders of Murdock for the purpose of xxxxxxg their approval for this Agreement, the Merger and such other matters as may be necessary to effectuate the other transactions contemplated hereby (collectively, the "TRANSACTIONS"). Murdock shall (1) notify Xxxxx of the receipt of any comments (written or oral) of the SEC with respect to the Filing and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly as practicable after they are provide to Polar copies of all correspondence between Murdock or any representatxxx xx Murdock and the SEC, (2) xxxx Polar and its counsel the opportunity to review and comment (which review and comment shall be completed within three business days) upon the Filing prior to its being filed with the Commission. While SEC and shall give Polar and its counsel the Rights Offering is pending opportunity to review and comment (which review and at comment shall be completed within three business days) upon all times amendments and supplements to the Filing and all responses to requests for additional information and replies to comments prior to the earlier to occur of the termination of this Agreement and the Closing Date)their being filed with, or sent to, the Company shall SEC, (3) use its reasonable best efforts otherwise to cause comply with all legal requirements applicable to the Registration Statement to remain effectiveFiling. The Company shall take all action Included also as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale part of the Purchaser Shares Transactions in the Filing shall be the proposal to the stockholders of Murdock of (i) the electiox xx x slate of seven directors (six of whom shall be selected by Polar (three of whom shall not be employees, consultants or ten percent stockholders of Murdock or Polar) and one xx xxxx shall be selected by Murdock) (the other transactions contemplated by this Agreement may "DIRECTOR SLXXX"), which election shall be effected effective at the Effective Time, (ii) the reincorporation of Murdock in accordance with the applicable provisions State of Dxxxxxxx under the name "Polar Holding Corporation" (or similar name), effective as of the Securities Act Effective Time, and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be distributed approval of a new equity incentive plan mutually satisfactory to the Company’s stockholders as promptly as practicable after parties. Polar shall cooperate in all reasonable respects with Murdock in preparing the Proxy Statement is cleared by Fxxxxx. Murdock shall indemnify anx xxxx harmless Polar and its directors, officers, employees and control persons in connection with the CommissionFiling, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior except to the tenth calendar day after filing the Proxy Statement extent that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, information contained in the light of Filing was false or misleading or contained material omissions and was prepared by Polar and provided by Polar to Murdock specifically for ixxxxxxxn in the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Purchasers of any such event and prepare an amendment or supplement to the Investment Decision Package that will correct such statement or omission or effect such complianceFiling.

Registration Statement and Proxy Statement. (i) The Company shall use reasonable best efforts to commence and complete the Rights Offering as soon As promptly as reasonably practicable. The Company will prepare and file the Registration Statement for the Rights Offering with the Commission within two (2) Business Days following the execution of this Agreement and the preliminary Proxy Statement with the Commission within five (5) Business Days following practicable after the execution of this Agreement, Acquiror and the Company shall jointly prepare and the Company shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) registering the securities to be issued in the Merger and the shares of Company Common Stock to be issued to the Acquiror Stockholders as Closing Share Consideration for offer and sale under the Securities Act. The Registration Statement shall include a proxy statement/prospectus in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be filed by the Acquiror on Schedule 14A and used for soliciting proxies from holders of Acquiror Class A Common Stock to vote at a Special Meeting, as adjourned or postponed, in favor of the Acquiror Stockholder Matters. Acquiror will provide the Company, as promptly as reasonably practicable, with such information concerning Acquiror as may be necessary for the information concerning the Company shall: in the Registration Statement, Proxy Statement (xincluding delivering customary Tax representation letters to counsel to enable counsel to deliver any Tax opinions requested or required by the SEC or to be submitted in connection therewith) provide and Other Filings (as defined below) to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the DGCL in connection with the preparation, filing and distribution of the Registration Statement and Proxy Statement and the solicitation of proxies thereunder, the calling and holding of each Purchaser Special Meeting and its counsel with a reasonable opportunity the preparation and filing of the Other Filings. The information relating to review Acquiror furnished by or on behalf of Acquiror in writing expressly for inclusion in such filings will not, (i) in the case of the Registration Statement and the Proxy Statement Statement, as of (the “SEC Transaction Documents”A) to be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such Purchaser and its counsel; (y) advise each Purchaser promptly when the Registration Statement has become effective; and Effectiveness Date, (zB) advise each Purchaser promptly after it receives notice the date of any comments or inquiries by the Commission (and furnish each Purchaser with copies mailing of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) The Company shall use its reasonable best efforts to have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to the earlier to occur of the termination of this Agreement and the Closing Date), the Company shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to the holders of Acquiror Common Stock, (C) the date and time of each Special Meeting or (D) the Effective Time, or (ii) in the case of any Other Filing, on the date of its filing, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be distributed stated therein or necessary in order to make the Company’s stockholders statements therein, at such time and in light of the circumstances under which they were made, not false or misleading. Without limiting the foregoing, the Company will use its best efforts to ensure that (1) the Registration Statement and Proxy Statement do not, as promptly as practicable after of (I) the Registration Statement Effectiveness Date, (II) the date of mailing of the Proxy Statement is cleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing holders of Acquiror Common Stock, (III) the Proxy Statement that date and time of each Special Meeting, or (IV) the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record DateEffective Time, and the Company shall take all action necessary(2) any Other Filing does not, in accordance with and subject to the General Corporation Law as of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting date of its stockholders to consider and vote uponfiling, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at contain any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading (provided that Acquiror will not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by the expressly for inclusion in Registration Statement and Proxy Statement). Whenever any information is discovered or event occurs which would reasonably be expected to result in the Registration Statement or Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Acquiror or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable lawCompany, as the Company case may be, will promptly notify inform the Purchasers other Party of such occurrence and cooperate in Acquiror filing with the SEC or its staff or any such event and prepare other Governmental Authority, and/or mailing to stockholders of Acquiror, an amendment or supplement to the Investment Decision Package that will correct Registration Statement or Proxy Statement, as applicable. Each of the Parties shall use its commercially reasonable efforts to (1) cause the Registration Statement and Proxy Statement and Other Filings to, when filed with the SEC, comply in all material respects with all legal requirements applicable thereto, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement, (3) cause all comments from the SEC on the Registration Statement and Proxy Statement to be cleared as promptly as practicable and (4) keep the Registration Statement effective as long as is necessary to consummate the Transactions. The Company shall not file the Registration Statement, Proxy Statement, Other Filing or any amendment or supplement thereto or any other document proposed to be filed in connection therewith with the SEC without the prior written consent of Acquiror, such statement consent not to be unreasonably withheld, conditioned or omission delayed. Any fees relating to the filing of the Registration Statement or effect such compliancethe Proxy Statement shall be borne by Acquiror.