Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. None of the information included or incorporated by reference in BFC’s registration statement on Form S-4, which shall include the joint proxy statement relating to the Lxxxxx Special Meeting and the BFC Special Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”), pursuant to which the issuance of the shares of BFC Class A Common Stock to be issued to Lxxxxx’x shareholders in the Merger will be registered under the Securities Act (the “Registration Statement”), other than information relating to Lxxxxx, will, at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act and at the time of the BFC Special Meeting or the Lxxxxx Special 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 were made, not misleading.

Registration Statement; Joint Proxy Statement/Prospectus. None of the information relating to BFC included or incorporated by reference in BFC’s registration statement on Form S-4, which shall include the joint proxy statement relating to the Lxxxxx Special Bluegreen Meeting and the BFC Special Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”), pursuant to which the issuance of the shares of BFC Class A Common Stock to be issued to Lxxxxx’x Bluegreen’s shareholders in the Merger will be registered under the Securities Act (the “Registration Statement”), other than information relating to Lxxxxx, will, at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act and at the time of the BFC Special Meeting or the Lxxxxx Special Bluegreen 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 were made, not misleading.

Registration Statement; Joint Proxy Statement/Prospectus. None (a) LCNB will prepare and file the Registration Statement with the SEC to register a sufficient number of shares of LCNB Shares which the shareholders of CFB will receive pursuant to Section 3.01 at the Effective Time at no additional cost or expense to CFB or Columbus First Bank. LCNB will use its best efforts to cause such Registration Statement to become effective. LCNB and CFB agree that none of the information included supplied or incorporated to be supplied by each of them for inclusion or incorporation by reference in BFC’s registration statement on Form S-4(i) the Registration Statement, which shall include including the joint proxy statement relating to the Lxxxxx Special Meeting and the BFC Special Meeting prospectus (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”), pursuant to which the issuance of the shares of BFC Class A Common Stock to be issued to Lxxxxx’x shareholders in the Merger will be registered under the Securities Act (the “Registration Statement”), other than information relating to Lxxxxx) constituting a part thereof, will, at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act Act, or (ii) the Joint Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the LCNB and CFB shareholders and at the time times of the BFC Special LCNB Meeting or the Lxxxxx Special and CFB Meeting, respectively, 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 were made, not misleading. The Joint Proxy Statement/Prospectus shall be subject to the approval of CFB prior to filing.

Registration Statement; Joint Proxy Statement/Prospectus. None of the information included or incorporated by reference in BFC’s registration statement on Form S-4, which shall include the joint proxy statement relating to the Lxxxxx Special Woodbridge Meeting and the BFC Special Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”), pursuant to which the issuance of the shares of BFC Class A Common Stock to be issued to Lxxxxx’x Woodbridge’s shareholders in the Merger will be registered under the Securities Act (the “Registration Statement”), other than information relating to Lxxxxx, BFC will, at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act and at the time of the BFC Special Meeting or the Lxxxxx Special Woodbridge 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 were made, not misleading.

Registration Statement; Joint Proxy Statement/Prospectus. None of the information included supplied or incorporated to be supplied by BrightLane for inclusion or incorporation by reference in BFC’s registration statement on (i) the Form S-4, which shall include the joint proxy statement relating to the Lxxxxx Special Meeting and the BFC Special Meeting S-4 Registration Statement (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”), pursuant to which the issuance of the shares of BFC Class A Common Stock to be issued to Lxxxxx’x shareholders as defined in the Merger will be registered under the Securities Act (the “Registration Statement”), other than information relating to Lxxxxx, Section 5) will, at the time the Form S-4 Registration Statement is filed with the SEC, SEC and at the time it becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of mailing to stockholders and at the time times of the BFC Special Meeting or meetings of stockholders to be held in connection with the Lxxxxx Special MeetingMerger, 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 were made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, except that no representation or warranty is made by BrightLane with respect to statements made or incorporated by reference therein based on information supplied by TeamStaff for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. None of the -------------------------------------------------------- information included supplied or incorporated to be supplied by Acquiror for inclusion or incorporation by reference in BFC’s registration statement on Form S-4, which shall include (i) the joint proxy statement relating to the Lxxxxx Special Meeting and the BFC Special Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”), pursuant to which the issuance of the shares of BFC Class A Common Stock to be issued to Lxxxxx’x shareholders in the Merger will be registered under the Securities Act (the “Registration Statement”), other than information relating to Lxxxxx, S-4 will, at the time the Registration Statement is filed with the SEC, at the time it S-4 becomes effective under the Securities Act and at the time of the BFC Special Meeting or the Lxxxxx Special MeetingAct, 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 were are made, not misleading; and (ii) the Joint Proxy Statement/Prospectus will, at the dates mailed to the stockholders of Company and of Acquiror, at the time of the Company Stockholders' Meeting, the time of the Acquiror Shareholders' Meeting and as of 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 light of the circumstances under which they are made, not misleading. The S-4 will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Acquiror makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. None of the The information included supplied by AXENT for inclusion or incorporated incorporation by reference in BFC’s registration statement the Registration Statement on Form S-4, which shall include S-4 registering the joint proxy statement relating to the Lxxxxx Special Meeting and the BFC Special Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”), pursuant to which the issuance of the shares of BFC Class A Symantec Common Stock to be issued to Lxxxxx’x shareholders in the Merger will be registered under the Securities Act (the “"Registration Statement”), other than information relating ") as it relates to Lxxxxx, willAXENT, at the time the Registration Statement is filed with declared effective by the SEC, shall 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 therein not misleading. The information supplied by AXENT for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of AXENT in connection with the AXENT Special Meeting (such joint proxy statement/prospectus, as amended and supplemented is referred to herein as the "Joint Proxy Statement/Prospectus"), at the time it becomes effective under date the Securities Act and Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the BFC AXENT Special Meeting or and at the Lxxxxx Special Meeting, Effective Time shall 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 therein, in light of the circumstances under which they were made, not misleading.were

Registration Statement; Joint Proxy Statement/Prospectus. None of the information relating to BFC included or incorporated by reference in BFC’s registration statement on Form S-4, which shall include the joint proxy statement relating to the Lxxxxx Special BBX Capital Meeting and the BFC Special Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”), pursuant to which the issuance of the shares of BFC Class A Common Stock to be issued to Lxxxxx’x BBX Capital’s shareholders in the Merger will be registered under the Securities Act (the “Registration Statement”), other than information relating to Lxxxxx, will, at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act and at the time of the BFC Special Meeting or the Lxxxxx Special BBX Capital 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 were made, not misleading, provided that no representation is made by BFC or Merger Sub with respect to the accuracy of information in the Registration Statement or the Joint Proxy Statement/Prospectus based on information related to, derived from or supplied by BBX Capital.