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

Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law).

Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (ai) Charter the Company (with Parent’s reasonable cooperation) shall reasonably cooperate with CenterState in order for CenterState to prepare and file with the Registration Statement (including SEC preliminary proxy materials which shall constitute the Proxy Statement-/Prospectus and all related documents(ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the issuance registration under the Securities Act of CenterState the shares of Parent Common Stock to be issued in the transactions contemplated by this AgreementFirst Merger. Charter Each of Parent and the Company shall use its commercially reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with (A) cause the Registration Statement and the Proxy Statement-Prospectus. CenterState shall/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, as soon as is practicable, but in no event later than sixty (60B) days after the date hereof, file have the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities ActAct as promptly as practicable after such filing (including by responding to comments from the SEC), Charterand, at prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its own expense, shall promptly mail or reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement-Prospectus /Prospectus, so that either such document does not contain any untrue statement of a material fact or omit to its stockholders. (b) CenterState will advise Charterstate 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 party that discovers such information shall promptly after CenterState receives notice thereofnotify the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or the suspension of the qualification of CenterState the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the initiation or threat receipt of any proceeding for any such purpose, comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the amendment Proxy Statement/Prospectus or supplement of the Registration Statement or upon for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the receipt of any comments (whether written or oral) from one hand, and the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and on the SEC other hand, with respect to the Registration Proxy Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on /Prospectus, the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Mergers.

Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as reasonably practicable following the date hereof, the Company and Parent shall reasonably cooperate prepare and file with CenterState in order for CenterState to the SEC mutually acceptable proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file the Registration Statement (including the Statement. The Joint Proxy Statement-/Prospectus will be included in and all related documents) with the SEC in connection with the issuance will constitute a part of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement as Parent's prospectus. The Registration Statement and the Joint Proxy Statement, and any other report required /Prospectus shall comply as to be filed by CenterState with the SEC, in each case, in compliance form in all material respects with the applicable Laws, provisions of the Securities Act and shall, as promptly as practicable following execution the Exchange Act and the rules and regulations thereunder. Each of this Agreement, prepare Parent and deliver drafts of such information to CenterState to review. Charter agrees to the Company shall use its commercially reasonable best efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with have the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated thereby. (b) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the SEC, and will provide the Company with a copy of all such filings made with the SEC. Notwithstanding -44- 49 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, that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or the Joint Proxy Statement/Prospectus, this Agreement. CenterState also agrees right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. (c) Parent will use commercially reasonable best efforts to obtain any necessary state securities Law or “blue sky” permits cause the Joint Proxy Statements/Prospectus to be mailed to Parent's stockholders, and approvals required the Company will use reasonable best efforts to carry out cause the transactions contemplated by this Agreement. After Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case after the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (bd) CenterState Each party will advise Charterthe other party, promptly after CenterState it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or order, the suspension of the qualification of CenterState the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement Joint Proxy Statement/Prospectus or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time any event that information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be disclosed discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement-/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the party which discovers such information shall use its commercially reasonable efforts promptly notify the other party hereto and, to promptly prepare and file such the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC (if required under applicable Law) and cooperate with Charter disseminated to mail such amendment or supplement to Charter the stockholders (if required under applicable Law)of Parent and the Company.

Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company shall reasonably cooperate prepare, and Parent shall file with CenterState in order for CenterState to prepare and file the SEC, a Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC on Form S-4 in connection with the issuance of CenterState shares of Parent Common Stock in the transactions contemplated by this AgreementMerger (as may be amended or supplemented from time to time, the “Registration Statement”). Charter The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be considered at the Company Shareholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use its commercially reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file have the Registration Statement, and any other report required to be filed Statement declared effective by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, SEC under the Securities Act as promptly as practicable following execution after such filing with the SEC. Without limiting the generality of this Agreementthe foregoing, prepare each of the Company and deliver drafts of such information to CenterState to review. Charter agrees to use Parent shall, and shall cause its commercially reasonable efforts to respective Representatives to, fully cooperate with CenterState the other party hereto and CenterState’s counsel and accountants its respective Representatives in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the preparation of the Registration Statement and the Proxy Statement-/Prospectus. CenterState shall, including in the preparation and delivery of any consents, opinions, reports or appraisals that may be required in connection therewith, and shall furnish the other party hereto with all information concerning it and its Affiliates as soon as is practicable, but the other party hereto may deem reasonably necessary or advisable in no event later than sixty (60) days after the date hereof, file the Registration Statement connection with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement preparation of the Registration Statement or upon and the receipt of any comments (whether written or oral) from the SEC or its staffProxy Statement/Prospectus, and shall supply Charter with copies any amendment or supplement thereto, and each of all correspondence between CenterState Parent and the SEC with respect to Company shall provide the Registration Statement. CenterState will provide Charter and its counsel other party hereto with a reasonable opportunity to review and comment on thereon. As promptly as practicable after the Registration Statement is declared effective by the SEC (and in no event more than five (5) Business Days thereafter), the Company shall cause the Proxy Statement-Prospectus/Prospectus to be disseminated to the shareholders of the Company. (b) Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation. (c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Company, in connection with a Company Board Recommendation Change, may amend or supplement the proxy statement for the Company pursuant to a Qualifying Amendment to effect such change, and all responses in such event, the right of approval set forth in this Section 5.4(c) shall apply only with respect to requests for additional such information by relating to the other party or its business, financial condition or results of operations, and replies shall be subject to comments the Company’s right to have the deliberations and conclusions of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECCompany Board accurately described. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in A “Qualifying Amendment” means an amendment or supplement to the Proxy Statement-Prospectus or proxy statement for the Registration StatementCompany if and solely to the extent that it contains (i) a Company Board Recommendation Change, CenterState shall use its commercially reasonable efforts (ii) a statement of the reasons of the Company Board for making such Company Board Recommendation Change, and (iii) additional information reasonably related to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)foregoing.

Registration Statement; Proxy Statement/Prospectus. (a) Charter Each Party shall reasonably cooperate with CenterState the other Party in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter NCC shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of CharterNCC, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, NCC as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SECSEC in connection with the transactions contemplated by this Agreement, in each case, case in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter Each Party agrees to use its commercially reasonable efforts to cooperate with CenterState the other Party and CenterState’s its counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty forty-five (6045) days after the date hereof, file the Registration Statement with the SEC. Each of NCC and CenterState shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with this Agreement and the transactions contemplated hereby to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Each of CenterState and Charter agree NCC agrees to use their respective its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, CharterCenterState and NCC, each at its their own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its their respective shareholders or stockholders, as applicable. (b) CenterState will advise CharterNCC, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter NCC with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter NCC and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter NCC and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter NCC Meeting or the CenterState Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) ), mail such amendment or supplement to CenterState shareholders (if required under applicable Law), and cooperate with Charter NCC to mail such amendment or supplement to Charter NCC stockholders (if required under applicable Law). (c) Each of the Parties agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Proxy Statement-Prospectus or the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Proxy Statement-Prospectus or the Registration Statement.

Registration Statement; Proxy Statement/Prospectus. LTM and Cineplex Odeon (ai) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and promptly prepare, and LTM shall file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC as soon as practicable, a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the LTM Common Stock, portions of which Registration Statement shall also serve as the proxy statement and management information circular (the "Proxy Statement") with respect to the Cineplex Odeon Meeting. LTM and Cineplex Odeon will cooperate in connection the preparation and filing with the issuance SEC and the Canadian Securities Authorities of CenterState Common Stock a Registration Statement on Form S-1 (the "Form S-1" and, together with the Form S-4, the "Registration Statements") and a prospectus prepared in accordance with Canadian Securities Laws (the transactions contemplated by this Agreement"Prospectus") in respect of any Equity Offering. Charter LTM shall use its commercially all reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statementefforts, and any other report required Cineplex Odeon shall cooperate with LTM, to be filed have the Form S-4 declared effective by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, SEC and the Prospectus accepted for filing and receipted by the Canadian Securities Authorities as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. LTM shall, as promptly as practicable following execution practicable, provide copies of this Agreement, prepare any written comments received from the SEC and deliver drafts Canadian Securities Authorities with respect to the Registration Statements and the Prospectus to Cineplex Odeon and advise Cineplex Odeon of such information any oral comments with respect to CenterState the Registration Statements received from the SEC and with respect to reviewthe Prospectus received from Canadian Securities Authorities. Charter agrees to LTM shall use its commercially reasonable best efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinionsobtain, consents and letters from Charter’s independent auditors in connection with prior to the effective date of the Registration Statement and the Proxy Statement-Prospectus. CenterState shallStatements, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as all necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary provincial or state securities Law law or “blue sky” "Blue Sky" permits and or approvals required to carry out the transactions contemplated Transactions, and LTM shall pay all expenses incident thereto. LTM agrees that none of the information supplied or to be supplied by this Agreement. After LTM for inclusion or incorporation by reference in the Registration Statements, the Proxy Statement is declared effective under or the Securities Act, CharterProspectus (i) in the case of the Proxy Statement and each amendment or supplement thereto, at its own expensethe time of mailing thereof and at the time of the Cineplex Odeon Meeting, shall promptly mail or cause (ii) in the case of each Registration Statement or the Prospectus and each amendment or supplement thereto, at the time it is filed or becomes effective, as applicable, will contain an untrue statement of a material fact or omit to state a material fact required to be mailed stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Cineplex Odeon agrees that none of the information supplied or to be supplied by Cineplex Odeon for inclusion or incorporation by reference in the Registration Statements, the Proxy Statement or the Prospectus (i) in the case of the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Cineplex Odeon Meeting, or, (ii) in the case of each Registration Statement and the Prospectus or any amendment or supplement thereto, at the time it is filed or becomes effective, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that (x) information concerning or related to LTM and the LTM Subsidiaries will be deemed to have been supplied by LTM, and (y) information concerning or related to Cineplex Odeon, the Cineplex Odeon Subsidiaries, and the Cineplex Odeon Meeting shall be deemed to have been supplied by Cineplex Odeon. No amendment or supplement to the Proxy Statement-, a Registration Statement or the Prospectus to its stockholders. (b) CenterState shall be made by LTM or Cineplex Odeon without the approval of the other affected party. LTM will advise CharterCineplex Odeon, promptly after CenterState it receives notice thereof, of the time when the Registration Statement has Statements have become effective or any supplement or amendment has been filed, of and when a receipt has been issued for a Prospectus by a Canadian Securities Authority, the issuance of any stop order or cease- trade order, the suspension of the qualification of CenterState the shares of LTM Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC or a Canadian Securities Authority for the amendment or supplement of the Proxy Statement, a Registration Statement or upon the receipt of any Prospectus or comments (whether written thereon and responses thereto or oral) from requests by the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests Canadian Securities Authority for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)information.

Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following after the execution of this Agreement, prepare Parent shall prepare, with the cooperation of the Company, and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate file with CenterState the SEC the Proxy Statement/Prospectus and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and in which the Proxy Statement-Prospectus/Prospectus will be included as a prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to Parent shall use their respective commercially its reasonable efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly soon as reasonably practicable after such filing. The Company shall provide promptly such information concerning its business and financial statements and affairs as in the filing thereof reasonable judgment of Parent and its counsel may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and use its reasonable efforts to maintain such effectiveness for cause its counsel, accountants and financial advisor to cooperate in the preparation of the Proxy Statement/Prospectus and the Registration Statement. Parent shall take reasonable steps to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the Parent Common Stock in connection with the Merger. The Company shall use reasonable efforts to assist Parent as long as may be necessary to consummate comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Parent Common Stock in connection with the Merger. The Proxy Statement/Prospectus shall be the Information Statement of the Company with respect to the approval of this Agreement and the Merger and the other transactions contemplated by this Agreementhereby. CenterState also agrees Parent and the Company shall cause the Proxy Statement/Prospectus to use commercially reasonable efforts be mailed to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out their respective stockholders at the transactions contemplated by this Agreement. After earliest practicable time after the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior Subject to the Charter Meeting there review and approval of Parent, the Company shall occur any event that should be disclosed in an amendment or supplement prepare such other materials conforming to the Proxy Statement-Prospectus or requirements of applicable law as may be necessary to solicit the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC Company Shareholder Approval (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Lawas defined in Section 6.03(a)).

Registration Statement; Proxy Statement/Prospectus. (ai) Charter shall As promptly as reasonably practicable following the execution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a), and each Company Party will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with CenterState in order for CenterState Acquiror, and provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary therefor, to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each casepreliminary form, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Acquiror with the SEC pursuant to which shares of Acquiror Class A Common Stock issuable in the Mergers will be registered with the SEC, which shall include a proxy statement in connection with the Transactions (the “Proxy Statement / Prospectus”) to be sent to the stockholders of Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting, as adjourned or postponed, in compliance favor of the Acquiror Stockholder Matters. Without the prior written consent of BB, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s stockholders at the Special Meeting, as adjourned or postponed. The Proxy Statement / Prospectus will comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (I) file the definitive Proxy Statement / Prospectus with the SEC and (II) cause the Proxy Statement / Prospectus to be mailed to its stockholders of record, as of the record date to be established by the Acquiror Board in all material respects accordance with applicable Laws, and shallSection 8.02(b), as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, (but in no event later less than sixty five Business Days except as otherwise required by applicable Law) following the earlier to occur of: (60x) days after if the date hereofpreliminary Proxy Statement / Prospectus is not reviewed by the SEC, file the Registration expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). (ii) Prior to filing with the SEC. Each of CenterState , Acquiror will make available to the Company Parties and Charter agree to use their respective commercially reasonable efforts to cause counsel drafts of the Registration Proxy Statement / Prospectus and any other documents to be declared effective by filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC as promptly as reasonably practicable after without the filing thereof and to maintain prior consent of the Company Parties (such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause consent not to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState unreasonably withheld, conditioned or delayed). Acquiror will advise Charter, BB promptly after CenterState it receives notice thereof, of of: (A) the time when the Registration Proxy Statement / Prospectus has become effective been filed; (B) if the preliminary Proxy Statement / Prospectus is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment has been filed, to the Proxy Statement / Prospectus; (E) any request by the SEC for amendment of the Proxy Statement / Prospectus; (F) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (G) requests by the SEC for additional information; and (H) the issuance of any stop order or the suspension of the qualification of CenterState the Acquiror Class A Common Stock for offering or sale in any jurisdiction, jurisdiction or of the initiation or written threat of any proceeding for any such purpose, or . Acquiror shall respond to any SEC comments on the Proxy Statement / Prospectus as promptly as practicable (and in any event within 10 Business Days following receipt by Acquiror of any request such SEC comments except to the extent due to the failure by a Company Party to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to have the Proxy Statement / Prospectus cleared by the SEC for under the amendment Exchange Act as promptly as practicable; provided, that prior to responding to any requests or supplement of comments from the Registration Statement or upon SEC, Acquiror will make available to the receipt Company Parties and their respective counsel drafts of any comments (whether written or oral) from such response and provide the SEC or its staff, Company Parties and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its their respective counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectussuch drafts. (iii) If, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting Special Meeting, there shall occur be discovered any event information that should be disclosed set forth in an amendment or supplement to the Proxy Statement-Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, Acquiror shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such an amendment or supplement to Charter stockholders the Proxy Statement / Prospectus containing such information. Each Company Party will provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, a Company Party discovers any information, event or circumstance relating to such Company Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Company Party shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies. (if required iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable Law)“blue sky” laws, and any rules and regulations thereunder. Each Company Party agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of such Company Party and its Subsidiaries, in each case, reasonably requested by Acquiror for inclusion in the Proxy Statement / Prospectus. Each of Acquiror and each Company Party agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement / Prospectus or any other statement, filing, notice or application made by or on behalf of Acquiror, each Company Party, or their respective Affiliates to any regulatory authority (including the NYSE) in connection with the Transactions.

Registration Statement; Proxy Statement/Prospectus. (a) Charter Promptly following the date hereof, the Company and Parent shall reasonably cooperate with CenterState in order for CenterState to prepare and file with the SEC a Proxy Statement relating to the Merger and this Agreement, obtain and furnish the information required to be included by the SEC in the Proxy Statement and respond promptly to any comments made by the SEC with respect to the Proxy Statement, and cause the Proxy Statement and the prospectus to be included in the Registration Statement, including any amendment or supplement thereto, to be mailed to its stockholders at the earliest practicable date after the Registration Statement (including is declared effective by the SEC. The Company shall use all reasonable efforts to obtain the necessary approval of the Merger and this Agreement by its stockholders. Unless the Company shall have taken action permitted by the second sentence of Section 4.3(c), the Company shall not file with or supplementally provide to the SEC or mail to its stockholders the Proxy Statement-Prospectus Statement or any amendment or supplement thereto without Parent’s prior consent, which consent shall not be unreasonably withheld or delayed. Subject to the terms and all related documentsconditions hereof, the Company shall allow Parent’s full participation in the preparation of the Proxy Statement and any amendment or supplement thereto (other than with respect to documents incorporated by reference) and shall consult with Parent and its advisors concerning any comments from the SEC with respect thereto. (b) Promptly following the date hereof, Parent shall prepare and file with the SEC the Registration Statement, in connection with which the issuance Proxy Statement shall be included as a prospectus and shall constitute a part of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in parties hereto shall use all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with have the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after such filing and keep the filing thereof and to maintain such effectiveness Registration Statement effective for as so long as necessary to consummate the Merger Merger. Parent shall obtain and furnish the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals information required to carry out be included in the transactions contemplated Registration Statement, provide the Company with any comments made by this Agreement. After the SEC with respect to the Registration Statement is declared effective under promptly after receipt of such comments and, after consultation with the Securities ActCompany and its advisors, Charterrespond promptly to such comments. Parent shall not file the Registration Statement or any amendment or supplement without the Company’s prior written consent, at its own expense, which consent shall promptly mail not be unreasonably withheld or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState delayed. Parent will advise Charterthe Company, promptly after CenterState receives its receipt of notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order order. (c) 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 that the Company shall have withdrawn or modified its recommendation of this Agreement or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request Merger as permitted by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments Section 4.3(c). (whether written or orald) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState Parent and the SEC Company shall, as promptly as practicable, make all necessary filings with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on Merger (including the Registration Statement issuance of shares of Parent Common Stock in the Merger) under the Securities Act and the Proxy Statement-Prospectus, Exchange Act and all responses to requests for additional information by and replies to comments the Regulations of the SEC prior to filing such with, thereunder and under applicable Blue Sky Laws or sending such to, the SECsimilar securities Laws, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially all reasonable efforts to promptly obtain required Approvals with respect thereto. (e) Each party hereto agrees to furnish all information concerning itself as may be reasonably required to prepare and file the Proxy Statement or Registration Statement or to make such amendment or supplement with the SEC (if required under applicable Lawfilings pursuant to Section 5.1(d) and cooperate with Charter to mail such amendment shall correct any information provided by it for use in the Proxy Statement or supplement to Charter stockholders (if required under applicable Law)Registration Statement that becomes false or misleading in any material respect.

Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare Upon the execution and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution delivery of this Agreement, prepare LCNB and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to EFBI shall promptly cause the Registration Statement to be prepared and LCNB shall cause the Registration Statement to be filed with the SEC. LCNB and EFBI shall use their commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly soon as reasonably practicable after the filing thereof thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to maintain such effectiveness for the Effective Time, any event relating to EFBI or LCNB is discovered by EFBI or LCNB, as long as necessary to consummate applicable, which should be set forth in an amendment of, or a supplement to, the Merger and Registration Statement, the discovering party shall promptly inform the other transactions contemplated by this Agreementparty with all relevant information relating to such event, whereupon LCNB shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC after EFBI shall have been given reasonable time to review such amendment. CenterState Upon the effectiveness of such amendment, each of EFBI and LCNB (if prior to the meeting of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. LCNB shall also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and EFBI shall furnish all information concerning EFBI and the holders of EFBI Common Stock as may be reasonably requested in connection with any such action. After EFBI and LCNB shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, LCNB and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect EFBI each agrees to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts and to promptly cooperate with the other party in all reasonable respects to prepare and file such amendment or supplement the Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to the EFBI shareholders. (if required under applicable Lawc) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and cooperate with Charter take the necessary steps to mail such amendment or supplement to Charter stockholders (if required under applicable Law)correct the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, the Parties shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) cause to be filed with the SEC in connection the Proxy Statement / Prospectus and Vital shall prepare and cause to be filed with the issuance SEC the Form S-4 Registration Statement, in which the Proxy Statement / Prospectus will be included as a prospectus. (b) Vital covenants and agrees that the Proxy Statement / Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of CenterState Common Stock meeting and form of proxy included therewith), will not, at the time that the Proxy Statement / Prospectus or any amendment or supplement thereto is filed with the SEC or is first mailed to the Vital Stockholders, at the time of the Vital Stockholders’ 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 made therein, in light of the circumstances under which they were made, not misleading. Vital makes no covenant, representation or warranty with respect to statements made in the transactions contemplated Proxy Statement / Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by this AgreementImmunic specifically for inclusion therein. Charter Each of the Parties shall use commercially reasonable efforts to cause the Form S-4 Registration Statement and the Proxy Statement / Prospectus to comply with the applicable rules and regulations promulgated by the SEC in all material respects. (c) Vital shall notify Immunic promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement / Prospectus or the Form S-4 Registration Statement or for additional information and shall supply Immunic with copies of (i) all correspondence between Vital or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement / Prospectus, the Form S-4 Registration Statement or the Contemplated Transactions and (ii) all orders of the SEC relating to the Form S-4 Registration Statement. Vital shall use its commercially reasonable efforts to deliver respond as promptly as reasonably practicable to CenterState such financial statements any comments of the SEC with respect to the Proxy Statement / Prospectus and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Form S-4 Registration Statement, and shall provide Immunic and its counsel a reasonable opportunity to participate in the formulation of any other report required response to be filed by CenterState with any such comments of the SEC. Prior to the Form S-4 Registration Statement being declared effective, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to (1) Immunic shall use its commercially reasonable efforts to cooperate with CenterState execute and CenterState’s counsel deliver to Dentons Europe LLP and accountants Dentons US LLP (collectively, “Dentons”) the applicable “Tax Representation Letter” referenced in requesting Section 5.11(b); and obtaining appropriate opinions(2) Vital shall use its commercially reasonable efforts to execute and deliver to Dentons the applicable “Tax Representation Letter” referenced in Section 5.11(b). Following the delivery of the Tax Representation Letters pursuant to the preceding sentence, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to Immunic shall use their respective its commercially reasonable efforts to cause Dentons to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinion, Dentons shall be entitled to rely on the Tax Representation Letters referred to in this Section 5.1(b) and Section 5.11(b). Vital shall use its commercially reasonable efforts to have the Form S-4 Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after it is filed with the SEC. No filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purposeof, or of any request by the SEC for the amendment or supplement of to, the Form S-4 Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staffwill be made by Vital, and shall supply Charter with copies of all correspondence between CenterState and no filing of, or amendment or supplement to, the SEC with respect to the Registration Statement. CenterState Proxy Statement / Prospectus will provide Charter and its counsel with be made by Vital, in each case, without providing Immunic a reasonable opportunity to review and comment on thereon. Each Party shall promptly furnish to the Registration Statement other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each Holder shall furnish to the Proxy Statement-Prospectus, and Parties all responses information concerning such Holder that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to requests for additional information by and replies to comments of the SEC prior to filing such withImmunic occurs, or sending such toif Immunic becomes aware of any information, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus Form S-4 Registration Statement or the Registration StatementProxy Statement / Prospectus, CenterState then Immunic shall use its commercially reasonable efforts to promptly prepare inform Vital thereof and file shall cooperate fully with Vital in filing such amendment or supplement with the SEC (and, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter stockholders Vital’s stockholders. (if d) Prior to the Effective Time, Vital shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Vital Common Stock to be issued in the Transaction shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States and Germany in which any registered holder of Immunic Shares has an address of record. (e) Immunic shall reasonably cooperate with Vital and provide, and require its Representatives to provide, Vital and its Representatives with all true, correct and complete information regarding Immunic that is required under by applicable Law)Legal Requirements to be included in the Form S-4 Registration Statement or reasonably requested from Immunic to be included in the Form S-4 Registration Statement.

Registration Statement; Proxy Statement/Prospectus. (a) Charter Registration Statement and "Blue Sky" Approvals. As soon as practicable following the execution of this Agreement and after the furnishing by Community of all information required to be contained therein, UCB shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with under the 1933 Act a registration statement on Form S-4 (or on such other form as UCB shall determine to be appropriate) (the "Registration Statement") covering the UCB Stock to be issued to shareholders of Community pursuant to this Agreement. Additionally, UCB shall take all such other actions, if any, as shall be required by applicable state securities or "blue sky" laws (i) to cause the UCB Stock to be issued upon consummation of the Merger, and at the time of the issuance thereof, to be duly qualified or registered (unless exempt) under such laws, (ii) to cause all conditions to any exemptions from qualification or registration under such laws to have been satisfied, and (iii) to obtain any and all required approvals or consents to the issuance of CenterState Common Stock in the transactions contemplated by this Agreementsuch stock. Charter UCB shall use its commercially reasonable efforts to deliver to CenterState such financial statements Community and related analysis its counsel a preliminary draft of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, /Prospectus as soon as is practicable, but in no event later than sixty (60) days practicable after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, Preparation and Distribution of Proxy Statement/Prospectus. UCB and Community jointly shall prepare a "Proxy Statement/Prospectus" for distribution to the time when shareholders of Community and UCB as the Registration Statement has become effective or any supplement or amendment has been filed, proxy statement relating to solicitation of proxies for use at the issuance shareholders' meetings contemplated in Sections 4.3(a) and 5.7(a) above and as UCB's prospectus relating to the offer and distribution of any stop order or the suspension of the qualification of CenterState Common UCB Stock for offering or sale as described herein. The Proxy Statement/Prospectus shall be in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, form and shall supply Charter with copies of all correspondence between CenterState contain or be accompanied by such information regarding the shareholders' meeting, this Agreement, the parties hereto, the Merger and the SEC with respect to the Registration Statementother transactions described herein as is required by applicable law and regulations and otherwise as shall be agreed upon by UCB and Community. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and UCB shall include the Proxy Statement-Prospectus, /Prospectus as the prospectus in its "Registration Statement" described above; and all responses UCB and Community shall cooperate with each other in good faith and shall use their best efforts to requests for additional information by and replies cause the Proxy Statement/Prospectus to comply with any comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time Community and UCB shall mail the Proxy Statement/Prospectus to their respective shareholders prior to the Charter Meeting there scheduled date of their shareholders' meetings; provided, however, that no such materials shall occur any event be mailed to Community's shareholders unless and until UCB shall have determined to its own satisfaction that should be disclosed the conditions specified in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable LawSections 7.1(b) and cooperate with Charter to mail (c) below have been satisfied and shall have approved such amendment or supplement to Charter stockholders (if required under applicable Law)mailing.

Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare Upon the execution and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution delivery of this Agreement, prepare LCNB and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to CNNB shall promptly cause the Registration Statement to be prepared and LCNB shall cause the Registration Statement to be filed with the SEC. LCNB and CNNB shall use their commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly soon as reasonably practicable after the filing thereof thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to maintain such effectiveness for the Effective Time, any event relating to CNNB or LCNB is discovered by CNNB or LCNB, as long as necessary to consummate applicable, which should be set forth in an amendment of, or a supplement to, the Merger and Registration Statement, the discovering party shall promptly inform the other transactions contemplated by this Agreementparty with all relevant information relating to such event, whereupon LCNB shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC after CNNB shall have been given reasonable time to review such amendment. CenterState Upon the effectiveness of such amendment, each of CNNB and LCNB (if prior to the meeting of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. LCNB shall also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and CNNB shall furnish all information concerning CNNB and the holders of CNNB Common Stock as may be reasonably requested in connection with any such action. After CNNB and LCNB shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, LCNB and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect CNNB each agrees to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts and to promptly cooperate with the other party in all reasonable respects to prepare and file such amendment or supplement the Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to the CNNB shareholders. (if required under applicable Lawc) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and cooperate with Charter take the necessary steps to mail such amendment or supplement to Charter stockholders (if required under applicable Law)correct the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (ai) Charter shall As promptly as reasonably practicable following the execution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a), and the Company will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with CenterState in order for CenterState Acquiror, and provide to Acquiror all information regarding the Company, its Affiliates and its business that is necessary therefor, to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each casepreliminary form, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Acquiror with the SEC pursuant to which shares of Acquiror Class A Common Stock issuable in the Mergers (other than those shares of Acquiror Class A Common Stock to be issued in respect of shares of Company Common Stock that are held by holders of Company Common Stock who provide written consent to the Required Company Stockholder Approval) will be registered with the SEC, which shall include a proxy statement in connection with the Transactions (the “Proxy Statement / Prospectus”) to be sent to the stockholders of Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting, as adjourned or postponed, in compliance favor of the Acquiror Stockholder Matters. Without the prior written consent of the Company, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s stockholders at the Special Meeting, as adjourned or postponed. The Proxy Statement / Prospectus will comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (I) file the definitive Proxy Statement / Prospectus with the SEC and (II) cause the Proxy Statement / Prospectus to be mailed to its stockholders of record, as of the record date to be established by the Acquiror Board in all material respects accordance with applicable Laws, and shallSection 8.02(b), as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, (but in no event later less than sixty five Business Days except as otherwise required by applicable Law) following the earlier to occur of: (60x) days after if the date hereofpreliminary Proxy Statement / Prospectus is not reviewed by the SEC, file the Registration expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). (ii) Prior to filing with the SEC. Each , Acquiror will make available to the Company and its counsel drafts of CenterState the Proxy Statement / Prospectus and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement any other documents to be declared effective by filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide the Company and its counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC as promptly as reasonably practicable after without the filing thereof and to maintain prior consent of the Company (such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause consent not to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState unreasonably withheld, conditioned or delayed). Acquiror will advise Charter, the Company promptly after CenterState it receives notice thereof, of of: (A) the time when the Registration Proxy Statement / Prospectus has become effective been filed; (B) if the preliminary Proxy Statement / Prospectus is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment has been filed, to the Proxy Statement / Prospectus; (E) any request by the SEC for amendment of the Proxy Statement / Prospectus; (F) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (G) requests by the SEC for additional information; and (H) the issuance of any stop order or the suspension of the qualification of CenterState the Acquiror Class A Common Stock for offering or sale in any jurisdiction, jurisdiction or of the initiation or written threat of any proceeding for any such purpose, or . Acquiror shall respond to any SEC comments on the Proxy Statement / Prospectus as promptly as practicable (and in any event within 10 Business Days following receipt by Acquiror of any request such SEC comments except to the extent due to the failure by the Company to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to have the Proxy Statement / Prospectus cleared by the SEC for under the amendment Exchange Act as promptly as practicable; provided, that prior to responding to any requests or supplement of comments from the Registration Statement or upon SEC, Acquiror will make available to the receipt Company and its counsel drafts of any comments (whether written or oral) from such response and provide the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter Company and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectussuch drafts. (iii) If, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting Special Meeting, there shall occur be discovered any event information that should be disclosed set forth in an amendment or supplement to the Proxy Statement-Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, Acquiror shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such an amendment or supplement to Charter stockholders the Proxy Statement / Prospectus containing such information. The Company will provide to Acquiror all information regarding the Company, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies. (if required iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable Law)“blue sky” laws, and any rules and regulations thereunder. The Company agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of the Company and its Subsidiaries, in each case, reasonably requested by Acquiror for inclusion in the Proxy Statement / Prospectus. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement / Prospectus or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company, or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions.

Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following execution after the date of this Agreement, Parent and the Company shall prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState /Prospectus and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof Parent shall prepare and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed filed with the SEC the Proxy Statement-/Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Form S-4 Registration Statement. CenterState , in which the Proxy Statement/Prospectus will provide Charter be included as a prospectus, providing Company (and its counsel counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement prior to it being filed with the SEC. Parent shall use commercially reasonable efforts and the Company shall cooperate with Parent as reasonably requested by Parent: (i) to cause the Form S-4 Registration Statement and the Proxy Statement-Prospectus/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the Company of, cooperate with the Company with respect to and all responses respond promptly to requests for additional information by and replies to any comments of the SEC prior or its staff; (iii) to filing such with, or sending such to, have the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, and the Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish to the other all information concerning such party and its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Notwithstanding the generality of the foregoing, the Company shall provide Parent with all information relating to the Company required to be included in the Form S-4 Registration Statement and the Proxy Statement/Prospectus as soon as is reasonably practicable, but in any event, on or before October 13, 2008, provided that such date shall be extended on a day for day basis based upon any delays by Parent or its advisors in providing Parent valuations or other information required to be included in materials to be furnished by the Company. If at either Parent or the Company becomes aware of any time prior to the Charter Meeting there shall occur any event information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-Prospectus /Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Registration Proxy Statement, CenterState /Prospectus prior to it being filed with the SEC; (iii) shall use its commercially reasonable efforts to promptly prepare and file provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC SEC; and (iv) shall cooperate, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter the stockholders of the Company or the stockholders of Parent. (if required b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under applicable Law)the securities law of every state of the United States in which any registered holder of Company Capital Stock has an address of record on the record date for determining the stockholders entitled to consent pursuant to the Company Written Consent; provided, however, that Parent 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.

Registration Statement; Proxy Statement/Prospectus. (ai) Charter shall As promptly as reasonably cooperate practicable following the execution and delivery of this Agreement, Acquiror shall, in accordance with CenterState in order for CenterState this Section 8.02(a), and the Company will assist Acquiror, and provide to Acquiror all information regarding the Company, its Affiliates and its business that is necessary therefor, to prepare and file with the SEC, a registration statement on Form S-4 or other applicable form (the “Registration Statement”), relating to the registration of Acquiror Class A Common Stock issuable in the Mergers, which Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC shall include a proxy statement in connection with the issuance Transaction (the “Proxy Statement / Prospectus”) to be sent to the Acquiror Stockholders in advance of CenterState the Special Meeting, for the purpose of, among other things: (A) providing Acquiror Stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock in by tendering such shares for redemption not later than two Business Days prior to the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts originally scheduled date of the Special Meeting (the “Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Chartervote at the Special Meeting, as may adjourned or postponed, in favor of the Acquiror Stockholder Matters. Without the prior written consent of the Company, the Acquiror Stockholder Matters shall be required in order the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror Stockholders at the Special Meeting, as adjourned or postponed. The Proxy Statement / Prospectus will comply as to form and substance with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (1) file the Registration Statement, and any other report required to be filed by CenterState definitive Proxy Statement / Prospectus with the SEC, (2) cause the Proxy Statement / Prospectus to be mailed to its stockholders of record, as of the record date to be established by the Acquiror Board in each case, in compliance in all material respects accordance with applicable Laws, and shallSection 8.02(a)(iii), as promptly as practicable following execution the receipt of this Agreement, prepare oral or written notification of the completion of the review by the SEC (the “Proxy Clearance Date”) and deliver drafts (3) promptly commence a “broker search” in accordance with Rule 14a-12 of such information the Exchange Act. (ii) Prior to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement filing with the SEC. Each , Acquiror will make available to the Company drafts of CenterState the Proxy Statement / Prospectus and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement any other documents to be declared effective by filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC as promptly as reasonably practicable after without the filing thereof and to maintain prior consent of the Company (such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause consent not to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState unreasonably withheld, conditioned or delayed). Acquiror will advise Charter, the Company promptly after CenterState it receives notice thereof, of of: (A) the time when the Registration Proxy Statement / Prospectus has become effective been filed; (B) receipt of oral or written notification of the completion of the review by the SEC; (C) the filing of any supplement or amendment has been filed, to the Proxy Statement / Prospectus; (D) any request by the SEC for amendment of the Proxy Statement / Prospectus; (E) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (F) requests by the SEC for additional information; and (G) the issuance of any stop order or the suspension of the qualification of CenterState the Acquiror Class A Common Stock for offering or sale in any jurisdiction, jurisdiction or of the initiation or written threat of any proceeding for any such purpose, or of . Acquiror shall respond to any request SEC comments on the Proxy Statement / Prospectus as promptly as practicable and shall use its reasonable best efforts to have the Proxy Statement / Prospectus cleared by the SEC for under the amendment Securities Act and the Exchange Act as promptly as practicable; provided, that prior to responding to any requests or supplement of comments from the Registration Statement or upon SEC, Acquiror will make available to the receipt Company drafts of any comments (whether written or oral) from such response and provide the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel Company with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectussuch drafts. (iii) If, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting Special Meeting, there shall occur be discovered any event information that should be disclosed set forth in an amendment or supplement to the Proxy Statement-Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, Acquiror shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such an amendment or supplement to Charter stockholders the Proxy Statement / Prospectus containing such information. The Company will provide to Acquiror all information regarding the Company, its Affiliates and its business that is reasonably necessary as determined by each of the Company’s and Acquiror’s respective counsel for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies. (if required iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable Law)“blue sky” laws, and any rules and regulations thereunder. The Company agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of the Company Group Members, in each case, reasonably requested by Acquiror for inclusion in the Proxy Statement / Prospectus.

Registration Statement; Proxy Statement/Prospectus. (ai) Charter As promptly as reasonably practicable, Xxxxxx shall reasonably draft and prepare, and Prudential shall cooperate with CenterState in order for CenterState to prepare and file the preparation of a Registration Statement (including the Proxy Statement-Prospectus and all related documents) on Form S-4 to be filed by Xxxxxx with the SEC with respect to the issuance of Xxxxxx Common Stock in the Merger. The Registration Statement shall contain proxy materials relating to the matters to be submitted to Prudential’s shareholders at the Prudential Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Xxxxxx Common Stock to be issued in the Merger. Prudential shall provide Xxxxxx with any information concerning itself that Xxxxxx may reasonably request in connection with the issuance drafting and preparation of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-/Prospectus, and Xxxxxx shall notify Prudential promptly of the receipt of any comments of the SEC with respect to the Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Prudential promptly copies of all correspondence between Xxxxxx or any of their representatives and the SEC. CenterState shallXxxxxx shall give Prudential and its counsel reasonable opportunity to review and comment on the Proxy Statement/Prospectus prior to its being filed with the SEC and shall give Prudential and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, as soon as is practicableor sent to, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState Xxxxxx and Charter agree Prudential agrees to use their respective commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC. Xxxxxx shall use commercially reasonable efforts to cause have the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated by this Agreementhereby. CenterState also agrees to Each of Xxxxxx and Prudential will use their commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required cause the Proxy Statement/Prospectus to carry out be mailed to the transactions contemplated by this Agreement. After Prudential shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act; provided, Charterhowever, at that Xxxxxx may, in its own expensesole discretion, shall promptly mail or cause elect to be mailed defer such mailing until such time as the Proxy Statement-Prospectus to its stockholders. (b) CenterState Bankruptcy Court has approved the Litigation Settlement Agreement and the period for filing an appeal thereof has expired. Xxxxxx will advise CharterPrudential, promptly after CenterState it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or order, the suspension of the qualification of CenterState Xxxxxx Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement Proxy Statement/Prospectus or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time any event that information relating to Xxxxxx or Prudential, or any of their respective Affiliates, officers or directors, should be disclosed discovered by Xxxxxx or Prudential which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall use its commercially reasonable efforts promptly notify the other Party hereto and, to promptly prepare and file such the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Xxxxxx with the SEC and disseminated by the Parties to Prudential’s shareholders as, and to the extent required, under the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder. (if ii) Xxxxxx shall also take any action required to be taken under any applicable Lawstate securities laws in connection with the Merger and each of Xxxxxx or Prudential shall furnish all information concerning it and the holders of Prudential Common Stock as may be reasonably requested in connection with any such action. (iii) and cooperate with Charter Prior to mail the Effective Time, Xxxxxx shall take all such amendment or supplement action as shall be necessary to Charter stockholders (if required under applicable Law)permit the additional shares of Xxxxxx Common Stock to be issued by Xxxxxx in exchange for the shares of Prudential Common Stock to be traded on the primary exchange on which Xxxxxx Common Stock is listed.

Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare Upon the execution and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution delivery of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinionsCivista, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each assistance of CenterState and Charter agree to use their respective commercially reasonable efforts to Comunibanc shall promptly cause the Registration Statement to be prepared and Civista shall cause the Registration Statement to be filed with the SEC. Civista and Comunibanc shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as promptly soon as reasonably practicable after the filing thereof thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to maintain such effectiveness for the Effective Time, any event relating to Comunibanc or Civista is discovered by Comunibanc or Civista, as long as necessary to consummate applicable, which should be set forth in an amendment of, or a supplement to, the Merger and Registration Statement, the discovering party shall promptly inform the other transactions contemplated by this Agreementparty with all relevant information relating to such event, whereupon Civista shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. CenterState Upon the effectiveness of such amendment, each of Comunibanc and Civista (if prior to the meeting of the Comunibanc shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meeting. Civista shall also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Comunibanc shall furnish all information concerning Comunibanc and the holders of Comunibanc Common Stock as may be reasonably requested in connection with any such action. After Comunibanc shall provide Civista with all information concerning its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, Civista and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect Comunibanc each agrees to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts and to promptly cooperate with the other party in all reasonable respects to prepare and file such amendment or supplement the Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to the Comunibanc shareholders. (if required under applicable Lawc) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and cooperate with Charter take the necessary steps to mail such amendment or supplement to Charter stockholders (if required under applicable Law)correct the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, DEAC, DK and SBT shall jointly prepare, and each of DK, SBT and the SBT Sellers shall promptly furnish all information concerning itself and its Affiliates as may be reasonably requested by the other party and shall otherwise reasonably assist and cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC other in connection with the issuance preparation, filing and distribution of CenterState Common Stock in the transactions contemplated by Registration Statement and the proxy statement/prospectus to be filed with the SEC as part of the Registration Statement and sent to the DEAC stockholders of relating to the DEAC Stockholders Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”). DEAC shall file with the SEC, as promptly as practicable after the date of this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements , (i) the Proxy Statement/Prospectus and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file (ii) the Registration Statement, and any other report required which shall include the Proxy Statement/Prospectus, in connection with the registration under the Securities Act of the shares of New DK Class A Common Stock to be filed by CenterState issued in connection with the SECTransactions. Each of DEAC, in each caseDK, in compliance SBT and the SBT Sellers will use their respective reasonable best efforts to (i) cause the Registration Statement, when filed, to comply in all material respects with all legal requirements applicable Lawsthereto, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60ii) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Registration Statement, (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) keep the filing thereof and to maintain such effectiveness Registration Statement effective for as so long as necessary to consummate complete the Merger and Transactions. DEAC shall set a record date (the other transactions contemplated by this Agreement“DEAC Record Date”) for determining the DEAC stockholders entitled to attend the DEAC Stockholders Meeting. CenterState also agrees DEAC will cause the Proxy Statement/Prospectus to use commercially reasonable efforts be mailed to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out each DEAC stockholder as of the transactions contemplated by this Agreement. After DEAC Record Date as promptly as practicable after the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState No filing of, or amendment or supplement to, the Registration Statement, or response to SEC comments with respect thereto, will be made by DEAC without the prior written consent of DK and the SBT Sellers’ Representative (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Parties a reasonable opportunity to review and comment thereon. (c) DEAC will promptly notify the other Parties upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Registration Statement, and will, as promptly as practicable after receipt thereof, provide the other parties with copies of all material correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Registration Statement or the Proxy Statement/Prospectus received from the SEC and advise the other on any oral comments with respect to the Registration Statement received from the SEC. DEAC will advise Charterthe other parties, promptly after CenterState DEAC receives notice thereof, of the time when of effectiveness of the Registration Statement has become effective or any supplement or amendment has been filed, of and the issuance of any stop order relating thereto or the suspension of the qualification of CenterState the shares of New DK Class A Common Stock for offering issuable in connection with the Transactions, and DEAC, DK and SBT will use their respective reasonable best efforts to have any such stop order or sale suspension lifted, reversed or otherwise terminated. (d) DEAC, DK and SBT will also use their respective reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in any jurisdictionconnection with the Transactions. DEAC, DK and SBT shall ensure that none of the initiation information supplied by or threat of any proceeding on its behalf for any such purpose, inclusion or of any request incorporation by the SEC for the amendment or supplement of reference in (i) the Registration Statement or upon will, at the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on time the Registration Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities 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, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement-Prospectus/Prospectus will, at the date it is first mailed to DEAC stockholders and all responses to requests for additional information by and replies to comments at the time of the SEC prior DEAC Stockholders Meeting contain any untrue statement of a material fact or omit to filing such withstate any material fact required to be stated therein or necessary in order to make the statements therein, or sending such toin light of the circumstances under which they are made, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECnot misleading. If at any time prior to the Charter Meeting there shall occur Closing any event that information relating to DEAC, DK or SBT, or any of their respective Affiliates, officers or directors, is discovered by DEAC, DK or SBT which should be disclosed set forth in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and each of DEAC, DK and SBT shall use its commercially reasonable best efforts to promptly prepare and file such cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC (if and, to the extent required under applicable Law) and cooperate with Charter by law, disseminated to mail such amendment or supplement to Charter stockholders (if required under applicable Law)DEAC Stockholders.

Registration Statement; Proxy Statement/Prospectus. (ai) Charter shall As promptly as reasonably practicable following the execution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a) (and the Company will reasonably cooperate (including causing each of its Subsidiaries and Representatives to reasonably cooperate) with CenterState in order for CenterState Acquiror, and provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary therefor), prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each casepreliminary form, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) pursuant to which shares of Acquiror Common Stock issuable in the First Merger will be registered with the SEC, which shall include a joint proxy statement in connection with the Transactions (the “Proxy Statement / Prospectus”) to be sent to the stockholders of Acquiror and the Company in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Stockholder Redemption”); (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting, as adjourned or postponed, in compliance favor of the Acquiror Stockholder Matters; and (C) providing the Company’s stockholders with information regarding the transactions contemplated hereby in all material respects connection with making a determination as to whether to approve this Agreement and the transactions contemplated hereby. The Proxy Statement / Prospectus will comply as to form and substance with the applicable Lawsrequirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (I) file the definitive Proxy Statement / Prospectus with the SEC and (II) cause the Proxy Statement / Prospectus to be mailed to its stockholders of record, as of the record date to be established by the Acquiror Board in accordance with Section 8.02(b) and shallthe stockholders of the Company identified to Acquiror by the Company, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, (but in no event later less than sixty five Business Days except as otherwise required by applicable Law) following the earlier to occur of: (60x) days after if the date hereofpreliminary Proxy Statement / Prospectus is not reviewed by the SEC, file the Registration expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). (ii) Prior to filing with the SEC. Each , Acquiror will make available to the Company and its counsel drafts of CenterState the Proxy Statement / Prospectus and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement any other documents to be declared effective filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide the Company and its counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith, including by participating with Acquiror or its counsel in any scheduled discussions or meetings with the SEC (to the extent permitted by the SEC). Acquiror shall not file any such documents with the SEC as promptly as reasonably practicable after without the filing thereof and to maintain prior consent of the Company (such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause consent not to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState unreasonably withheld, conditioned or delayed). Acquiror will advise Charter, the Company promptly after CenterState it receives notice thereof, of of: (A) the time when the Registration Proxy Statement / Prospectus has become effective been filed; (B) if the preliminary Proxy Statement / Prospectus is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment has been filed, to the Proxy Statement / Prospectus; (E) any request by the SEC for amendment of the Proxy Statement / Prospectus; (F) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (G) requests by the SEC for additional information; and (H) the issuance of any stop order or the suspension of the qualification of CenterState the Acquiror Common Stock for offering or sale in any jurisdiction, jurisdiction or of the initiation or written threat of any proceeding for any such purpose, or of . Acquiror shall respond to any request SEC comments on the Proxy Statement / Prospectus as promptly as practicable and shall use its reasonable best efforts to have the Proxy Statement / Prospectus cleared by the SEC for under the amendment Exchange Act as promptly as practicable; provided, that prior to responding to any requests or supplement of comments from the Registration Statement or upon SEC, Acquiror will make available to the receipt Company Parties and their respective counsel drafts of any comments (whether written or oral) from such response and provide the SEC or its staff, Company Parties and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its their respective counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectussuch drafts, and all responses to requests for additional information including by and replies to comments of participating with Acquiror or its counsel in any scheduled discussions or meetings with the SEC prior (to filing such with, or sending such to, the extent permitted by the SEC). (iii) If, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting Special Meeting, there shall occur be discovered any event information that should be disclosed set forth in an amendment or supplement to the Proxy Statement-Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the party which discovers such information shall use its commercially reasonable efforts to promptly prepare notify the other parties and Acquiror shall promptly file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such an amendment or supplement to Charter stockholders the Proxy Statement / Prospectus containing such information. Each Company Party will provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, a Company Party discovers any information, event or circumstance relating to such Company Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Company Party shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies. (iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Company agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of the Company and its Subsidiaries, in each case, reasonably requested by Acquiror for inclusion in the Proxy Statement / Prospectus. Each of Acquiror and each Company Party agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement / Prospectus or any other statement, filing, notice or application made by or on behalf of Acquiror, each Company Party, or their respective Affiliates to any regulatory authority (including the Selected National Securities Exchange, if required under applicable Law)applicable) in connection with the Transactions.

Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably Buyer and Company agree to cooperate with CenterState in order for CenterState to prepare and file the preparation of the Registration Statement to be filed by Buyer with the SEC in connection with the transactions contemplated by this Agreement in connection with the issuance of Buyer Common Stock in the Merger (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement). Charter Company shall use its commercially reasonable best efforts to promptly deliver to CenterState Buyer such financial statements information with respect to Company, Company Bank, their respective Affiliates and related analysis the respective holders of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, their capital stock as may be reasonably requested or required in order to file the Registration Statement, and Statement or any other report required to be filed by CenterState Buyer with the SEC, or in connection with the qualification of the issuance of the Buyer Common Stock with respect to state securities or “blue sky” Laws, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState Buyer to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState Buyer and Charter Company agree to use their respective commercially reasonable best efforts to cause the Registration Statement to be filed with the SEC as promptly as reasonably practicable after the date of this Agreement, but in any event within sixty (60) days of the date of this Agreement, and to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness keep the Registration Statement effective for as so long as necessary to consummate complete the Merger Merger. Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Company’s independent auditors in connection with the Registration Statement and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this AgreementProxy Statement-Prospectus. After the Registration Statement is declared effective under the Securities Act, CharterCompany, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholdersshareholders, and Buyer, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its shareholders. (b) CenterState The Proxy Statement-Prospectus and any amendment or supplement thereto and the Registration Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Buyer and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by or on behalf of itself for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 or (ii) the Proxy Statement-Prospectus and any amendment or supplement thereto will, at the date it is first mailed to shareholders or stockholders of Company and of Buyer (or such other persons entitled to vote in respect of matters covered thereby, including ESOP participants as applicable) or at the time of the Company Meeting or at the time of the Buyer Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances in which they were made, not misleading. If, at any time prior to the Effective Time, any information relating to Company or Buyer, or any of their respective Affiliates, shall be discovered by Company or Buyer which, in the reasonable judgment of Company or Buyer, should be set forth in an amendment of, or a supplement to, any of the Registration Statement or the Proxy Statement-Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and Company and Buyer shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement-Prospectus or the Registration Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to shareholders of Company and stockholders of Buyer. Buyer will advise CharterCompany, promptly after CenterState Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or the suspension of the qualification of CenterState Buyer Common Stock issuable for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState Buyer will provide Charter Company and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and including any amendments or supplements thereto, and, except to the extent such response is submitted under confidential cover, all responses to requests for additional information by and replies to comments of the SEC (and reasonable good faith consideration shall be given to any comments made by Company and its counsel) prior to filing such with, or sending such to, the SEC, and CenterState Buyer will provide Charter Company and its counsel with a copy of all such filings made with the SEC. If at any time prior . (c) Buyer agrees to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement cause the shares of Buyer Common Stock to be issued in connection with the SEC (if required under applicable Law) and cooperate with Charter Merger to mail such amendment or supplement be approved for listing on NASDAQ Global Select, subject to Charter stockholders (if required under applicable Law)official notice of issuance, prior to the Effective Time.

Registration Statement; Proxy Statement/Prospectus. (ai) Charter As promptly as reasonably practicable following the execution and delivery of this Agreement, Acquiror and Blade shall reasonably cooperate jointly prepare, and Acquiror shall file with CenterState the SEC, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) pursuant to which shares of Acquiror Common Stock issuable in order for CenterState to prepare and file the Registration Statement Transactions (including the Proxy Statement-Prospectus Conversion and all related documentsthe Merger) with will be registered under the SEC Securities Act, which shall include a proxy statement in connection with the issuance Transactions (the “Proxy Statement / Prospectus”) to be sent to the shareholders of CenterState Common Stock Acquiror in advance of the transactions contemplated Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s shareholders with the opportunity to redeem shares of Acquiror Class A Ordinary Shares by this Agreementtendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Shareholder Redemption”); and (B) 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. Charter Without the prior written consent of Blade, the Acquiror Shareholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s shareholders at the Special Meeting, as adjourned or postponed. Acquiror and Blade will use its commercially their respective reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with cause the Registration Statement and the Proxy Statement-ProspectusStatement / Prospectus to comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder, 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. CenterState shallAcquiror shall (I) file the definitive Proxy Statement / Prospectus with the SEC and (II) cause the Proxy Statement / Prospectus to be mailed to its shareholders of record, as soon of the record date to be established by the Acquiror Board in accordance with Section 8.02(b), as is practicable, promptly as practicable (but in no event later less than sixty (60five Business Days except as otherwise required by applicable Law) days after following the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After upon which the Registration Statement is declared effective under by the Securities ActSEC (such earlier date, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders“Registration Statement Effectiveness Date”). (bii) CenterState Prior to filing with the SEC, Acquiror will make available to Blade and its counsel drafts of the Registration Statement and the Proxy Statement / Prospectus and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Registration Statement and the Proxy Statement / Prospectus or such other document and will provide Blade and its counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC without the prior consent of Blade (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise Charter, Blade promptly after CenterState it receives notice thereof, of of: (A) the time when the Registration Statement has become effective or been filed; (B) the time when the Registration Statement is declared effective; (C) the filing of any supplement or amendment has been filed, to the Registration Statement or the Proxy Statement / Prospectus; (D) any request by the SEC for amendment of the Registration Statement or the Proxy Statement / Prospectus; (E) any comments from the SEC relating to the Registration Statement or the Proxy Statement / Prospectus and responses thereto; (F) requests by the SEC for additional information; and (G) the issuance of any stop order or the suspension of the qualification of CenterState the Acquiror Common Stock for offering or sale in any jurisdiction, jurisdiction or of the initiation or written threat of any proceeding for any such purpose, or of . Acquiror shall respond to any request by the SEC for the amendment or supplement of comments on the Registration Statement or upon the Proxy Statement / Prospectus as promptly as practicable following receipt by Acquiror of any such SEC comments (whether written except to the extent due to the failure of Blade to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable; provided, that prior to responding to any requests or oral) comments from the SEC or SEC, Acquiror will make available to Blade and its staff, counsel drafts of any such response and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter Blade and its counsel with a reasonable opportunity to review and comment on the Registration Statement such drafts and the Proxy Statement-Prospectusshall consider in good faith any such comments. (iii) If, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting Special Meeting, there shall occur be discovered any event information that should be disclosed set forth in an amendment or supplement to the Registration Statement or the Proxy Statement-Statement / Prospectus so that the Registration Statement or the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Registration Statement or the Proxy Statement / Prospectus containing such information. (iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. Each of Acquiror and Blade agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, CenterState shall use its commercially reasonable efforts the Proxy Statement / Prospectus or any other statement, filing, notice or application made by or on behalf of Acquiror, Blade, or their respective Affiliates to promptly prepare and file such amendment or supplement any regulatory authority (including Nasdaq) in connection with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Transactions.

Registration Statement; Proxy Statement/Prospectus. 7.1.1. For the purposes (ax) Charter of registering the Holdco Common Stock to be offered to holders of Berkshire Bancorp Shares in connection with the Merger with the SEC under the Securities Act and (y) of holding the NCB Shareholder Meeting and Berkshire Shareholder Meeting, Berkshire Bancorp and NCB shall reasonably cooperate jointly draft and prepare Pending NCB Registration Statement, including a proxy statement of NCB, proxy statement of Berkshire Bancorp and prospectus of Holdco satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the NCB shareholders, together with CenterState in order for CenterState any and all amendments or supplements thereto, being herein referred to prepare as the “Proxy Statement-Prospectus”). Each of Berkshire Bancorp and file the NCB shall use their reasonable best efforts to have Pending NCB Registration Statement (including declared effective under the Securities Act as promptly as practicable after such filing, and each shall thereafter promptly mail the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreementto its shareholders. Charter Holdco shall also use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After , and Berkshire Bancorp shall furnish all information concerning Berkshire Bancorp and the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to holders of Berkshire Bancorp Common Stock as may be mailed the Proxy Statement-Prospectus to its stockholdersreasonably requested in connection with any such action. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, 7.1.2. Each party shall provide the other with any information concerning itself that the other may reasonably request in connection with the drafting and preparation of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to each party shall notify the other promptly of the receipt of any comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the other promptly copies of all correspondence between such party or any of their representatives and the SEC. No filing of Pending NCB Registration Statement, CenterState including any amendment thereto shall be made without the parties each having the opportunity to review, comment on and revise Pending NCB Registration Statement. Each of Berkshire Bancorp and NCB agrees to use its commercially all reasonable efforts to promptly prepare and file such amendment or supplement best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC (and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Berkshire Common Stock and NCB Common Stock at the earliest practicable time. 7.1.3. Berkshire Bancorp and NCB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or Pending NCB Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under applicable Law) and which they were made, not misleading. In such event, Berkshire Bancorp shall cooperate with Charter NCB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and NCB or Holdco shall cause to be filed an amended Registration Statement with the SEC, and each party shall mail such amendment or supplement an amended Proxy Statement-Prospectus to Charter stockholders (if required under applicable Law)its shareholders.

Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to The Company shall, promptly following the date hereof, prepare and file with the Registration SEC a Proxy Statement (including relating to the Merger and this Agreement, obtain and furnish the information required to be included by the SEC in the Proxy Statement and respond promptly to any comments made by the SEC with respect to the Proxy Statement-Prospectus , and all related documents) with cause the SEC Proxy Statement and the prospectus to be included in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and including any other report required amendment or supplement thereto, to be filed mailed to its stockholders at the earliest practicable date after the Registration Statement is declared effective by CenterState with the SEC, in each case, in compliance in . The Company shall use all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate obtain the necessary approval of the Merger and this Agreement by its stockholders. Unless the Company shall have taken action permitted by the second sentence of Section 4.3(c), the Company shall not file with CenterState and CenterState’s counsel and accountants or supplementally provide to the SEC or mail to its stockholders the Proxy Statement or any amendment or supplement thereto without Parent's prior consent, which consent shall not be unreasonably withheld or delayed. The Company shall allow Parent's full participation in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration preparation of the Proxy Statement and any amendment or supplement thereto and shall consult with Parent and its advisors concerning any comments from the Proxy Statement-Prospectus. CenterState SEC with respect thereto. (b) Parent shall, as soon as is practicable, but in no event later than sixty (60) days after promptly following the date hereof, prepare and file with the SEC a Registration Statement on Form S-4, in which the Proxy Statement shall be included as part of the prospectus, and the parties hereto shall use all reasonable efforts to have the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after such filing. Parent shall obtain and furnish the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals information required to carry out the transactions contemplated by this Agreement. After be included in the Registration Statement is declared effective under and, after consultation with the Securities ActCompany, Charter, at its own expense, shall respond promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and made by the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on Parent shall allow the Company's full participation in the preparation of the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement thereto and shall consult with the Company and its advisors concerning any comments from the SEC with respect thereto. (c) 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 Proxy Statement-Prospectus extent that the Company shall have withdrawn or modified its recommendation of this Agreement or the Registration StatementMerger as permitted by Section 4.3(c). (d) Parent and the Company shall, CenterState as promptly as practicable, make all necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the Regulations thereunder and under applicable Blue Sky or similar securities Laws, and shall use its commercially all reasonable efforts to promptly obtain required Approvals with respect thereto. (e) Each party hereto agrees to furnish all information concerning itself as may be reasonably required to prepare and file the Proxy Statement or Registration Statement or to make such amendment filings pursuant to Section 5.1(d). Each party hereto agrees to correct any information provided by it for use in the Proxy Statement or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment Registration Statement that has become false or supplement to Charter stockholders (if required under applicable Law)misleading in any material respect.