Common use of Registration Statement Clause in Contracts

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not no earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The AIP and RELP shall cooperate and promptly prepare and AIP shall file with the SEC as soon as practicable a Registration Statement is an “automatic shelf registration statement” on Form S-4 (as defined under Rule 405 the "Form S-4") under the Securities Act) that has been filed , with respect to the AIP Common Shares issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders and partners, respectively, of AIP and RELP in connection with the SEC not earlier than three years prior Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to the date of the Pricing Agreement; no notice of objection of the SEC comply as to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed form in all material respects to with the requirements applicable provisions of the Securities Act, the Exchange Act and the Trust Indenture Act rules and did regulations promulgated thereunder. AIP shall use all reasonable efforts, and RELP will cooperate with AIP to have the Form S-4 declared effective by the SEC as promptly as practicable. AIP shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. AIP agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders and partners, respectively, of AIP and RELP, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At ; provided, however, that the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects foregoing shall not apply to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included extent that any such untrue statement of a material fact or omitted omission to state a 24 material fact was made by AIP in reliance upon and in conformity with written information concerning RELP furnished to AIP by RELP specifically for use in the Proxy Statement/Prospectus. RELP agrees that the written information provided by it specifically for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders and partners, respectively, of AIP and RELP, or, in the case of written information provided by RELP specifically for inclusion in the Form S-4 or any amendments or supplement thereto, at the time it is filed or becomes effective, will not include 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. The ProspectusAIP will advise RELP, as of its date and as promptly after it receives notice thereof, of the Closing Datetime when the Form S-4 has become effective or any supplement or amendment has been filed, did not and will not include the issuance of any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make stop order, the statements therein, in light suspension of the circumstances under which they were madequalification of the AIP Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, not misleading. Notwithstanding or any request by the foregoing, SEC for amendment of the Company does not make any representation Proxy Statement/Prospectus or warranty with respect to Underwriter Informationthe Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed In connection with the SEC not earlier than three years prior preparation of the Registration Statement, JHT on behalf of the Acquired Fund will furnish the information relating to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under Acquired Fund required by the Securities Act has been received by and the Company; and no order suspending the effectiveness of Regulations to be set forth in the Registration Statement or any part thereof has been issued by (including the SEC Prospectus and no proceeding for that purpose or pursuant to Section 8A Statement of Additional Information). At the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to time the Registration Statement has been complied with. As of its applicable effective datebecomes effective, the Registration Statement conformed Statement, insofar as it relates to the Acquired Fund, (i) will comply in all material respects to with the requirements provisions of the Securities Act and the Trust Indenture Act Regulations and did (ii) will not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At ; and at the Applicable Time, time the Registration Statement and becomes effective, at the Pricing Prospectus conformed in all material respects to the requirements time of the Securities ActAcquired Fund’s shareholders meeting referred to in Section 5(a) and at the Effective Time of the Reorganization, the Trust Indenture ActProspectus and Statement of Additional Information, and neither the Registration Statement (as amended or supplemented by any amendments or supplements filed by JHT, insofar as they relate to the Pricing Prospectus) nor the Time of Sale Disclosure Package included any Acquired Fund, will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus; provided, as however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the Registration Statement, Prospectus or Statement of its date Additional Information made in reliance upon and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty conformity with information furnished by JHT with respect to Underwriter Informationthe Acquired Fund for use in the Registration Statement, Prospectus or Statement of Additional Information as provided in this Section 5(c).

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Timedate it is declared effective by the SEC, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The To the Company’s knowledge, the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been presently filed with United States Securities and Exchange Commission (the SEC not earlier than three years prior “SEC”), and any amendment thereto, including any information deemed to be included therein pursuant to the date of the Pricing Agreement; no notice of objection rules and regulations of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The Registration Statement is Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Commission an “automatic shelf registration statement” (, as defined under in Rule 405 (File Number 333-158958), on Form S-3, including a related base prospectus, for registration under the Securities Act of the offering and sale of certain securities. Such registration statement, including the exhibits thereto and the documents, if any, incorporated by reference therein, as amended (or deemed to have been amended pursuant to Rules 430A, 430B or 430C under the Securities Act) that has been from time to time, is hereinafter referred to as the “Shelf Registration Statement.” Such Shelf Registration Statement, including any amendments thereto filed with the SEC not earlier than three years prior to the date of this Agreement or prior to any such time this representation is repeated or deemed to be made, became effective upon filing and no stop order suspending the Pricing Agreement; effectiveness of the Shelf Registration Statement or any part thereof has been issued or is in effect and no proceeding for that purpose has been initiated or threatened by the Commission or by the state securities authority of any jurisdiction, and no notice of objection of the SEC Commission to the use of such the Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the . The Shelf Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed complies in all material respects to with the applicable requirements of the Securities Act and the Trust Indenture Securities Exchange Act of 1934, as amended (the “Exchange Act”), and did the respective rules thereunder and does not include 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. At ; provided, however, that the Applicable Time, Company and the Operating Partnership make no representations or warranties as to the information contained in or omitted from the Shelf Registration Statement or any related prospectus supplement in reliance upon and the Pricing Prospectus conformed in all material respects conformity with information furnished in writing to the requirements of Company or the Securities Act, Operating Partnership by the Trust Indenture Act, and neither Holder specifically for inclusion in the Shelf Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationrelated prospectus supplement.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC Commission not earlier than three years prior to the date of the Pricing this Underwriting Agreement; no notice of objection of the SEC Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SECCommission, and any request on the part of the SEC Commission for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, Act and the Trust Indenture Act, and neither the (i) Registration Statement (as amended or supplemented by the Pricing Prospectus) nor (ii) the Time of Sale General Disclosure Package Package, included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date complied, and as of the Closing DateTime will comply, in all material respects with the Securities Act, and, as of its date did not not, and as of the Closing Time will not not, include 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 were made, not misleading. Notwithstanding This representation, warranty and agreement shall not apply to statements in or omissions from the foregoingRegistration Statement, the Pricing Prospectus, the Prospectus or the General Disclosure Package made in reliance upon and in conformity with information furnished to the Company does not make any representation or warranty with respect to Underwriter Informationin writing by the Underwriters expressly for use therein.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CompanyCompany or the Guarantor; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does and the Guarantor do not make any representation or warranty with respect to Underwriter Information.

Registration Statement. (i) The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orStatement, to the knowledge of the Companywhen it became effective, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At , (ii) the Applicable TimeTime of Sale Prospectus does not, and at the time of each sale of the Shares to be sold by such Selling Shareholder in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements Time of the Securities ActSale Prospectus, the Trust Indenture Act, and neither the Registration Statement (as then amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, as of its date and as of the Closing Date, did does not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; provided that the foregoingrepresentations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Company does not make Time of Sale Prospectus, the Prospectus or any representation amendments or warranty supplements thereto, it being understood and agreed that such information is limited to the name of such Selling Shareholder, the number of offered Shares by such Selling Shareholder and the address and other information with respect to Underwriter such Selling Shareholder that appear in the footnotes under the caption “Principal and Selling Shareholders” in the Registration Statement, any Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendment or supplement thereto (collectively, the “Selling Shareholder Information”).

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on November 28, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form F-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities (“Purchasers”) until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (Statement, as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to of the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-when it is declared effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed will conform in all material respects to the requirements of the U.S. Securities Act and the Trust Indenture Act rules and did regulations thereunder and as of such date will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, The preliminary prospectus contained in the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements as of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included date hereof does not include any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were are made, not misleading. The Final Prospectus, as (A) at the time of its date filing of the Final Prospectus pursuant to Rule 424(b) under the U.S. Securities Act and as of (B) on the Closing Date, did not will conform in all material respects to the requirements of the U.S. Securities Act and the rules and regulations thereunder and will not include 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 the light of the circumstances under which they were are made, not misleading. Notwithstanding “Registration Statement” means the foregoingregistration statement of VIA on Form F-1, as amended, including any prospectus filed and to be filed pursuant to Rule 424 under the Company does not make U.S. Securities Act, and any representation or warranty with respect free writing prospectuses, relating to Underwriter Informationthe IPO. “Final Prospectus” means the prospectus forming part of the Registration Statement which VIA shall file pursuant to Rule 424 under the U.S. Securities Act that discloses the public offering price, other information included pursuant to Rule 430A under the U.S. Securities Act and other final terms of the Ordinary Shares and the ADSs and otherwise satisfies Section 10(a) of the U.S. Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on May 5, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The (a) Western agrees to prepare a registration statement on Form S-4 or other applicable form (the "Registration Statement") to be filed by Western with the SEC in connection with the issuance of Western Common Stock in the Merger, including the prospectus and other proxy solicitation materials of PNB constituting a part thereof (the "Proxy Statement") and all related documents. PNB shall have the right to review such Registration Statement is an “automatic shelf registration statement” and PNB agrees to cooperate, and to cause its Subsidiaries to cooperate, with Western, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement. PNB agrees to file the Proxy Statement in preliminary form with such of the Regulatory Authorities as may be required as soon as reasonably practicable, and Western agrees to file the Registration Statement with the SEC as soon as reasonably practicable. Each of PNB and Western agrees to use all reasonable efforts to cause the Registration Statement and any required amendments or supplements thereto to be declared effective under the Securities Act and distributed to PNB shareholders as promptly as reasonably practicable after filing thereof. Western also agrees to use all reasonable efforts to obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. PNB agrees to furnish to Western all information concerning PNB, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of PNB and Western agrees, as defined under Rule 405 to itself and its Subsidiaries, that the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act) that has been filed with the SEC , not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At ; and (ii) the Applicable Time, the Registration Proxy Statement and any amendment or supplement thereto will, at the Pricing Prospectus conformed in all material respects date of mailing to shareholders and at the requirements time of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were madePNB Meeting, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 thereintherein not misleading, in the light of the circumstances under which they were such statement is made, not misleadingnecessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Notwithstanding Each of PNB and Western further agrees, that if it shall become aware prior to the foregoing, Effective Date of any information furnished by it that would cause any of the Company does not make any representation statements in the Registration Statement or warranty the Proxy Statement to be false or misleading with respect to Underwriter Informationany material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, promptly to inform the other party thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) Western agrees to advise PNB, promptly after Western 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 Western 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 for additional information.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on October 17, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part . The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. or General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, not misleading. Notwithstanding other than the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior JOINT PROXY STATEMENT/PROSPECTUS. Subject to the date accuracy of the Pricing Agreement; no notice of objection representations contained in SECTION 6.17, the information supplied by the Company and its subsidiaries for inclusion in the registration statement (the "REGISTRATION STATEMENT") covering the shares of the SEC Buyer's Stock to the use of such Registration Statement or any post-effective amendment thereto be issued pursuant to Rule 401(g)(2) under this Agreement shall not, at the Securities Act has been received by the Company; and no order suspending the effectiveness of time the Registration Statement (including any amendments or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or supplements thereto) is pending or, to the knowledge of the Company, is contemplated or threatened declared effective by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary to make the statements therein not misleading. At The information supplied by the Applicable Time, Company and its subsidiaries for inclusion in the Registration Statement joint proxy statement/prospectus to be sent to the shareholders of the Buyer and the Pricing Prospectus conformed in all material respects Company to consider the requirements Holding Company Merger and the issuance of shares of the Securities Act, Buyer's Stock in connection with the Trust Indenture Act, and neither Holding Company Merger (the Registration Statement "SHAREHOLDER MEETINGS") (such proxy statement/prospectus as amended or supplemented by is referred to herein as the Pricing Prospectus"JOINT PROXY STATEMENT/PROSPECTUS") nor will not, on the Time date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of Sale Disclosure Package included the Shareholder Meetings and at the Effective Time, contain any untrue statement of a material Material fact or omitted omit to state any material 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. The If at any time prior to the Effective Time any event relating to the Company or its subsidiaries or any of their affiliates, officers or directors should be discovered by the Company and its subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, as of its date and as of the Closing Date, did not and Company will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make promptly inform the statements therein, in light of the circumstances under which they were made, not misleadingBuyer. Notwithstanding the foregoing, neither the Company does not make nor any of its subsidiaries makes any representation or warranty with respect to Underwriter Information.any information supplied by the

Registration Statement. (a) The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending Company will maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date that is five and a half years from the Closing Date, and (ii) the date on which no Warrants are outstanding. (b) While any Warrants are outstanding, the Company will: (i) use commercially reasonable efforts to register or any part thereof has been issued by qualify the SEC and no proceeding for that purpose Warrant Shares under the securities or pursuant to Section 8A "blue sky" laws of the Securities Act against State of New York and such other jurisdictions within the United States as shall be reasonably requested from time to time by a Purchaser, and do any and all other acts or things which may be necessary or advisable to enable such Purchaser to consummate the public sale or other disposition of the Warrant Shares in such jurisdictions; provided that the Company shall not be required in connection therewith or related as a condition thereto to the offering qualify to do business or to file a general consent to service of process in any such jurisdiction; (ii) notify each Purchaser immediately after becoming aware of the Securities has been initiated occurrence of any event (but shall not, without the prior written consent of such Purchaser, disclose to such Purchaser any facts or is pending or, to circumstances constituting material non-public information) as a result of which the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to prospectus included in the Registration Statement has been complied with. As of its applicable effective dateStatement, the Registration Statement conformed as then in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any effect, contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed misleading in all material respects to the requirements light of the Securities Act, the Trust Indenture Actcircumstances then existing, and neither as promptly as practicable prepare and file with the Registration Statement (Commission and furnish to each Purchaser a reasonable number of copies of a supplement or an amendment to such prospectus as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any may be necessary so that such prospectus does not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing; (iii) use commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify each Purchaser of the issuance of such order and the resolution thereof; (iv) permit counsel for each Purchaser to review the Registration Statement and all amendments and supplements thereto, and any comments made by the staff of the Commission with respect thereto, and the Company's responses thereto, within a reasonable period of time prior to the filing thereof with the Commission (or, in the case of comments made by the staff of the Commission, within a reasonable period of time following the receipt thereof by the Company), but only to the extent that such comments concern such Purchaser and/or the transactions contemplated by the Transaction Documents; and (v) in the event that, at any time, the number of shares available under which they were madethe Registration Statement is insufficient to cover all of the Warrant Shares issuable under the Warrants (without regard to any restriction on the exercise thereof) the Company shall promptly amend the Registration Statement or file a new registration statement, in any event as soon as practicable, but not misleadinglater than the tenth (10th) day following notice from a Purchaser of the occurrence of such event, so that the Registration Statement or such new registration statement, or both, covers no less than one hundred percent (100%) of the Warrant Shares issuable under the Warrants (without regard to any restriction on the exercise of such Warrants). The Prospectus, Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as of its date and soon as of practicable following the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationfiling thereof.

Registration Statement. The Company has filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on November 18, 2022. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to Applicable Law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under meets the requirements set forth in Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2415(a)(1)(x) under the Securities Act and complies with said Rule and the U.S. Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has been received by advised the Company; Co-Lead Underwriters of all further information (financial and no other) with respect to the Company required to be set forth therein in the Registration Statement and U.S. Prospectus Supplement. The Registration Statement has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC is in effect and no proceeding proceedings for that such purpose have been instituted or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is are pending or, to the knowledge of the Company, is are contemplated or threatened by the SEC, . The U.S. Prospectus when filed complied in all material respects with the Securities Act and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed is identical in all material respects to the requirements copies thereof delivered to the Underwriters for use in connection with the offer and sale of the Units. Each of the Registration Statement and any post-effective amendment thereto, at the time each part thereof became effective pursuant to the Securities Act and at the Trust Indenture First Closing Date and each Option Closing Date, complied and will comply in all material respects with the Securities Act and did not include and, any amendment or supplement thereto, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included did not, and at the time of the First Closing Date and each Option Closing Date, the Time of Sale Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The U.S. Prospectus, as amended or supplemented, as of its date and as of at the First Closing Date and each Option Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The representations and warranties set forth in the foregoingthree immediately preceding sentences shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company does by the Underwriters specifically for use in the preparation thereof as set forth in Section 10(2). There are no agreements, contracts, arrangements or understandings (written or oral) or other documents required to be described in the Time of Sale Prospectus or the U.S. Prospectus or to be filed as exhibits to the Registration Statement which have not make any representation been described or warranty with respect to Underwriter Informationfiled as required.

Registration Statement. The (a) Each of CSBI and Xxxxxxx agrees to cooperate in the preparation of a Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been to be filed by CSBI with the SEC not earlier in connection with the issuance of CSBI Common Stock in the Merger (including the Proxy Statement and all related documents). Provided Xxxxxxx has cooperated as required above, CSBI agrees to file the Registration Statement with the SEC as promptly as practicable, but in no event later than three years prior to 90 days after the date of the Pricing this Agreement; no notice . Each of objection of the SEC Xxxxxxx and CSBI agrees to the use of such Registration Statement or any post-effective amendment thereto pursuant all reasonable efforts to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of cause the Registration Statement to be declared effective under the 1933 Act as promptly as reasonably practicable after filing thereof. CSBI also agrees to use all reasonable efforts to obtain all necessary state securities law or any part thereof has been issued "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Xxxxxxx agrees to furnish CSBI all information concerning Xxxxxxx, Bank and their respective officers, directors and shareholders as may be reasonably requested in connection with the SEC foregoing. (b) Each of Xxxxxxx and no proceeding for CSBI agrees, as to itself and its Subsidiaries, that purpose or pursuant to Section 8A none of the Securities Act against the Company information supplied or related to the offering of the Securities has been initiated be supplied by it for inclusion or is pending or, to the knowledge of the Company, is contemplated or threatened incorporation by the SEC, and any request on the part of the SEC for additional information pertaining to reference in (i) the Registration Statement has been complied with. As of its applicable effective datewill, at the time the Registration Statement conformed in all material respects to and each amendment or supplement thereto, if any, becomes effective under the requirements of the Securities Act and the Trust Indenture Act and did not include 1933 Act, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary to make the statements therein not misleading. At , and (ii) the Applicable Time, the Registration Proxy Statement and any amendment or supplement thereto will, at the Pricing Prospectus conformed in all material respects date of mailing to Xxxxxxx shareholders and at the requirements time of the Securities ActXxxxxxx Meeting, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included contain any untrue statement of a material Material fact or omitted omit to state any material Material fact required to be stated therein or necessary to make the statements thereintherein not misleading with respect to any Material fact, in light of the circumstances under or which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material Material fact required necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Xxxxxxx and CSBI further agrees that if it shall become aware prior to the Effective Date of any information that would cause any of the statements in the Proxy Statement to be stated therein false or misleading with respect to any Material fact, or to omit to state any Material fact necessary to make the statements thereintherein not false or misleading, in light to promptly inform the other Party thereof and to take the necessary steps to correct the Proxy Statement. (c) In the case of CSBI, CSBI will advise Xxxxxxx, promptly after CSBI receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleading. Notwithstanding or of the foregoingissuance of any stop order or the suspension of the qualification of the CSBI Common Stock for offering or sale in any jurisdiction, of the Company does not make initiation or threat of any representation proceeding for any such purpose, or warranty of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Nothing in this Section 8.2 or elsewhere in this Agreement shall prohibit accurate disclosure by Xxxxxxx of information that is required to be disclosed in the Registration Statement of the Proxy Statement or in any other document required to be filed with respect the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to Underwriter Informationbe publicly disclosed by applicable Law or the regulations and rules of the AMEX.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on August 10, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities ActAct and available for the issuance of the Purchase Shares (and all Conversion Shares) thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares (and all Conversion Shares) under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusSEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares (as well as Conversion Shares) to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not distributed any offering material in connection with the offering and as sale of any of the Closing DatePurchase Shares (and all Conversion Shares), did and, until the Investor does not hold any of the Purchase Shares (or Conversion Shares), shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares (or Conversion Shares), to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not include make, an offer relating to the Purchase Shares (or any untrue statement Conversion Shares) that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of a material fact or omit Rules 164 and 433 under the Securities Act applicable to state any material fact required such free writing prospectus consented to be stated therein or necessary to make by the statements thereinInvestor, including in light respect of timely filing with the circumstances under which they were madeSEC, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationlegending and record keeping.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form S-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities (“Purchasers”) until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is an “automatic shelf registration statement” required by the Act to be delivered (as defined under whether physically or through compliance with Rule 405 172 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement Act or any post-effective amendment thereto pursuant to Rule 401(g)(2similar rule) under the Securities Act has been received by the Company; and no order suspending the effectiveness in connection with any sale of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orUnits, to the knowledge of the Companywill comply, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to respects, with the requirements of the Securities Act and Act; the Trust Indenture Act and Registration Statement did not include any not, as of the Effective Time, contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At ; each Preliminary Prospectus complied, at the Applicable Timetime it was filed with the Commission, and complies as of the Registration Statement and the Pricing Prospectus conformed date hereof, in all material respects to with the requirements of the Securities Act; at no time during the period that begins on the earlier of the date of such Preliminary Prospectus and the date such Preliminary Prospectus was filed with the Commission and ends at the time of purchase did or will any Preliminary Prospectus, the Trust Indenture Act, and neither the Registration Statement (as then amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any supplemented, include an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , and at no time during such period did or will any Preliminary Prospectus, as then amended or supplemented, together with any combination of its date and as one or more of the Closing Datethen-issued Permitted Free Writing Prospectuses, did not and will not if any, include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; the foregoingProspectus will comply, as of its date, the date that it is filed with the Commission, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act (including, without limitation, Section 10(a) of the Act); at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, when considered together with the most recent Preliminary Prospectus, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company does not make any makes no representation or warranty with respect to any statement contained in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information furnished in writing by or on behalf of an Underwriter Informationthrough you to the Company expressly for use in the Registration Statement, such Preliminary Prospectus, the Prospectus or such Permitted Free Writing Prospectus.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on July 21, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of the securities contemplated by this Agreement in reliance on General Instruction I.B.5. of Form F-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Common Stock to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form F-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Common Stock, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The (a) Each of Flag and FCB agrees to cooperate in the preparation of a Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been to be filed by Flag with the SEC not earlier in connection with the issuance of Flag Common Stock in the Merger (including the Joint Proxy Statement and all related documents). Provided FCB has cooperated as required above, Flag agrees to file the Registration Statement with the SEC as promptly as practicable, but in no event later than three years prior to 30 days after the date of the Pricing this Agreement; no notice . Each of objection of the SEC FCB and Flag agrees to the use of such Registration Statement or any post-effective amendment thereto pursuant all reasonable efforts to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of cause the Registration Statement to be declared effective under the 1933 Act as promptly as reasonably practicable after filing thereof. Flag also agrees to use all reasonable efforts to obtain all necessary state securities law or any part thereof has been issued “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. FCB agrees to furnish Flag all information concerning FCB, the SEC FCB Subsidiaries and no proceeding for their respective officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of FCB and Flag agrees, as to itself and its Subsidiaries, that purpose or pursuant to Section 8A none of the Securities Act against the Company information supplied or related to the offering of the Securities has been initiated be supplied by it for inclusion or is pending or, to the knowledge of the Company, is contemplated or threatened incorporation by the SEC, and any request on the part of the SEC for additional information pertaining to reference in (i) the Registration Statement has been complied with. As of its applicable effective datewill, at the time the Registration Statement conformed in all material respects to and each amendment or supplement thereto, if any, becomes effective under the requirements of the Securities Act and the Trust Indenture Act and did not include 1933 Act, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary to make the statements therein not misleading. At , and (ii) the Applicable Time, the Registration Joint Proxy Statement and any amendment or supplement thereto will, at the Pricing Prospectus conformed in all material respects date of mailing to FCB shareholders and at the requirements time of the Securities ActFCB Meeting, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included contain any untrue statement of a material Material fact or omitted omit to state any material Material fact required to be stated therein or necessary to make the statements thereintherein not misleading with respect to any Material fact, in light of the circumstances under or which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material Material fact required necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Joint Proxy Statement or any amendment or supplement thereto. Each of FCB and Flag further agrees that if it shall become aware prior to the Effective Date of any information that would cause any of the statements in the Joint Proxy Statement to be stated therein false or misleading with respect to any Material fact, or to omit to state any Material fact necessary to make the statements thereintherein not false or misleading, in light to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement. (c) Flag will advise FCB, promptly after Flag receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleading. Notwithstanding or of the foregoingissuance of any stop order or the suspension of the qualification of the Flag Common Stock for offering or sale in any jurisdiction, of the Company does not make initiation or threat of any representation proceeding for any such purpose, or warranty of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Nothing in this Section 8.2 or elsewhere in this Agreement shall prohibit accurate disclosure by FCB of information that is required to be disclosed in the Registration Statement or the Joint Proxy Statement or in any other document required to be filed with respect the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to Underwriter Informationbe publicly disclosed by applicable Law.

Registration Statement. 5.01. The Registration Statement is an “automatic shelf registration statement” (Company will procure, at its expense, as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness many printed copies of the Registration Statement or any part thereof has been issued as the Underwriter may reasonably require for the purposes contemplated by the SEC this Agreement and no proceeding for that purpose or pursuant to Section 8A shall deliver said printed copies of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied withto the Underwriter as soon as practical after the Offering Commencement Date. 5.02. As If during such period of time as in the opinion of the Underwriter or its applicable effective datecounsel a Registration Statement relating to this Public Offering is required to be delivered under Form SB-2, or any event occurs or any event known to the Company relating to or affecting the Company shall occur as a result of which the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not as then amended or supplemented would include any an untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as or if it is necessary at any time after the Offering Commencement Date of the Closing DateRegistration Statement to amend or supplement the Registration Statement to comply with Form SB-2, did not the Company will forthwith notify the Underwriter thereof and prepare and file with the securities commissions of such states in which the offering is qualified for sale such further amendment to the Registration Statement or supplemented or amended Registration Statement as may be required and furnish and deliver to the Underwriter and to others whose names and addresses are designated by the Underwriter, all at the cost of the Company, a reasonable number of copies of the amended or supplemented Registration Statement which as so amended or supplemented will not include 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, Registration Statement not misleading in the light of the circumstances under when it is delivered to a purchaser or prospective purchaser, and which they were madewill comply in all respects with Form SB-2 and the Act. 5.03. The Company authorizes the Underwriter and the Participating Dealers, not misleading. Notwithstanding if any, in connection with the foregoingdistribution of the Units and all dealers to whom any of the Units may be sold by the Underwriter or by any Participating Dealer, to use the Registration Statement, as from time to time amended or supplemented, in connection with the offering and sale of the Units and in accordance with the applicable provisions of Form SB-2, the Company does not make any representation applicable Rules and Regulations and applicable state blue sky or warranty with respect to Underwriter Informationsecurities laws.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 has been declared effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date ; no stop order of the Pricing Agreement; no notice of objection of the SEC to Commission preventing or suspending the use of such Registration Statement the Preliminary Prospectus or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending Prospectus or the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding proceedings for that such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has have been initiated or is pending or, to the knowledge of the Company, is contemplated instituted or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to Commission; the Registration Statement has been complied with. As when it became effective, complies and will comply, at the time of its applicable effective datepurchase, the Registration Statement conformed in all material respects to with the requirements of the Securities Act and the Trust Indenture Act Preliminary Prospectus complied, as of its date and at the time of purchase, in all material respects, with the requirements of the Securities Act; the conditions to the use of Form S-1 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement did not include any not, as of the time such Registration Statement became effective, and at the time of purchase, contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At ; at all times during the Applicable Timeperiod beginning with the execution of this Agreement and ending at the time of purchase, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any does not and will not include an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus and, as amended or supplemented, at all times during the period beginning with the execution of this Agreement and ending on the Closing Date (as defined below) or any Subsequent Closing Date (as defined below), in all material respects, with the requirements of the Securities Act (including, without limitation, Section 10(a) of the Securities Act); the Prospectus, as of its the date and as that it is filed with the Commission, the date of the Closing DateProspectus and, as amended or supplemented, at the time of purchase did not and or will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, however, that the Company does not make any makes no representation or warranty with respect to Underwriter Informationany statement contained in or omitted from the Registration Statement, the Disclosure Package or the Prospectus in reliance upon and in conformity with information concerning the Underwriters and furnished in writing by or on behalf of the Underwriters to the Company expressly for use therein; provided, further, that if, at any time after the time of purchase, the Company is obligated to prepare and furnish to the Underwriters an amendment or supplement to the Prospectus under Section 3(A)(e) of this Agreement and so furnishes such amendment or supplement, then from and after the time that such Prospectus as amended or supplemented is furnished to the Underwriters in accordance with Section 3(A)(e), the term “Prospectus” shall be deemed to mean the Prospectus as so amended or supplemented. Each copy of the Preliminary Prospectus and the Prospectus, delivered to the Underwriters for use in connection with the offer and sale of the Shares was identical to the copies thereof filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

Registration Statement. The (A) Each of CoreStates and Meridian agrees to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by CoreStates with the SEC in connection with the issuance of CoreStates Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of CoreStates and Meridian constituting a part thereof (the "Joint Proxy Statement")). Each of Meridian and CoreStates agrees to use all reasonable efforts to cause the Registration Statement is an “automatic shelf registration statement” to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. CoreStates also agrees to use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Meridian agrees to furnish to CoreStates all information concerning Meridian, its subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (B) Each of Meridian and CoreStates agrees, as defined under Rule 405 to itself and its subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment thereto, if any, becomes effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At , and (ii) the Applicable Time, the Registration Joint Proxy Statement and any amendment or supplement thereto will, at the Pricing Prospectus conformed in all material respects date of mailing to shareholders and at the requirements times of the Securities ActCoreStates Meeting and the Meridian Meeting, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included contain any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereinwhich, in the light of the circumstances under which they were such statement is made, not misleading. The Prospectusis false or misleading with respect to any material fact, as of its date and as of the Closing Date, did not and or which will not include 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, therein not false or misleading or necessary to correct any statement in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty earlier communication with respect to Underwriter Informationthe solicitation of any proxy for the same meeting in the Joint Proxy Statement or any amendment or supplement thereto. Each of Meridian and CoreStates agrees that the Joint Proxy Statement (except, in the case of Meridian, with respect to portions thereof prepared by CoreStates, and except, in the case of CoreStates, with respect to portions thereof prepared by Meridian) will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, and the Registration Statement (except, in the case of Meridian, with respect to portions thereof prepared by CoreStates, and except, in the case of CoreStates, with respect to portions thereof prepared by Meridian) will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder. (C) In the case xx XxxxXxxxxx, XxxxXxxxxx will advise Meridian, promptly after CoreStates 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 the CoreStates 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 for additional information.

Registration Statement. 5.01. The Registration Statement is an “automatic shelf registration statement” (Company will procure, at its expense, as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness many printed copies of the Registration Statement or any part thereof has been issued as the Underwriter may reasonably require for the purposes contemplated by the SEC this Agreement and no proceeding for that purpose or pursuant to Section 8A shall deliver said printed copies of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied withto the Underwriter as soon as practical after the Effective Date. 5.02. As If during such period of time as in the reasonable opinion of the Underwriter or its applicable effective datecounsel a Registration Statement relating to this Offering is required to be delivered under Form S-3, or any event occurs or any event known to the Company relating to or affecting the Company shall occur as a result of which the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not as then amended or supplemented would include any an untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as or if it is necessary at any time after the Effective Date of the Closing DateRegistration Statement to amend or supplement the Registration Statement to comply with Form S-3, did not the Company will forthwith notify the Underwriter thereof and prepare and file with the securities commissions of such states in which the offering is qualified for sale, if any and the Commission such further amendment to the Registration Statement or supplemented or amended Registration Statement as may be required and furnish and deliver to the Underwriter and to others whose names and addresses are designated by the Underwriter, all at the cost of the Company, a reasonable number of copies of the amended or supplemented Registration Statement which as so amended or supplemented will not include 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, Registration Statement not misleading in the light of the circumstances under when it is delivered to a purchaser or prospective purchaser, and which they were madewill comply in all respects with Form S-3 and the Securities Act. 5.03. The Company authorizes the Underwriter and the Selected Dealers, not misleading. Notwithstanding if any, in connection with the foregoingdistribution of the Units and all dealers to whom any of the Units may be sold by the Underwriter or by any Selected Dealer, to use the Registration Statement, as from time to time amended or supplemented, in connection with the offering and sale of the Units and in accordance with the applicable provisions of Form S-3, the Company does not make any representation applicable Rules and Regulations and applicable state blue sky or warranty with respect to Underwriter Informationsecurities laws, if any.

Registration Statement. The Registration Statement was declared effective by order of the SEC on November 14, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus covers the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendment thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. At the time the Registration Statement was originally filed with the SEC, the Company met the then-applicable requirements for use of Form F-3 under the Securities Act and, as of the date hereof, the Company meets all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.5. of Form F-3. The ProspectusSEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the offer, issuance and sale of the Purchase Shares to the Investor pursuant to this Agreement would not result in the offer, issuance or sale of Purchase Shares that would exceed the Maximum Share Cap or any other non-compliance with General Instruction I.B.5. of Form F-3. The Registration Statement, as of its date and effective date, met and, as of the Closing Datedate hereof, did not meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the SEC, or became effective under the Exchange Act, as the case may be, complied and will not include any untrue statement of a comply in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with the statements therein, in light requirements of the circumstances under which they were made, not misleadingExchange Act. Notwithstanding At the foregoingearliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Purchase Shares, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not make hold any representation of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The To the Company’s knowledge, the Registration Statement is an “automatic shelf registration statement” when confidentially submitted or filed (as defined under Rule 405 under the Securities Actapplicable) that has been filed with the SEC not earlier than three years prior and any amendment thereto, including any information deemed to be included therein pursuant to the date of the Pricing Agreement; no notice of objection rules and regulations of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of confidential submissions or filings made after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of confidential submissions or filings made after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the rules and regulations SEC promulgated under the Securities Act) that has been , complied (or, in the case of amendments filed with the SEC not earlier than three years prior to after the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2hereof, will comply) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The preliminary prospectus included in the Registration Statement as of the date the Registration Statement is declared effective by the SEC, and any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on November 13, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, including any amendment thereto and any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orAct”), to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and did regulations of the SEC promulgated thereunder, and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and, taken together, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Acta) that has been Trustmark shall cooperate in preparing and promptly cause to be filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received and any other applicable documents, the approval of the Merger and registering the shares of Trustmark Common Stock to be delivered to the shareholders of Cadence pursuant to this Agreement. Trustmark will use its best efforts to cause the Registration Statement to be declared effective as promptly as practicable after such filing. Trustmark shall also use its best efforts to obtain all necessary state securities or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (b) Cadence and its counsel shall participate in the Company; and no order suspending the effectiveness preparation of the Registration Statement or any part thereof has been issued by and shall have the SEC and no proceeding for that purpose or pursuant right to Section 8A approve the content of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orRegistration Statement (and all amendments and supplements thereto, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC requests for additional information pertaining and replies to comments) prior to filing. (c) At the time the Registration Statement has been complied with. As of its applicable effective datebecomes effective, the Registration Statement conformed will comply in all material respects to with the requirements provisions of the Securities Act and the Trust Indenture Act published rules and did regulations thereunder, and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not false or misleading. At , and at the Applicable Timetime of mailing thereof to Cadence’s shareholders and at the time of the Cadence shareholders’ meeting held to approve the Merger, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements proxy statement included as part of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (the “Proxy Statement”), as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact amendment or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and supplement filed by Trustmark will not include 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 thereintherein not false or misleading; provided, in light however, that none of the circumstances under which they were made, not misleading. Notwithstanding provisions of this subparagraph shall apply to statements in or omissions from the foregoing, Registration Statement or the Company does not make any representation Proxy Statement made in reliance upon and in conformity with information furnished by Cadence for use in the Registration Statement or warranty with respect to Underwriter Informationthe Proxy Statement.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form S-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on February 3, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Purchase Shares thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities Purchase Shares has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part . The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was filed and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date and as of effective date, meets the Closing Date, did not and will not include any untrue statement of a material fact or omit requirements set forth in Rule 415(a)(1)(x) pursuant 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act.

Registration Statement. The (a) Nextel shall file the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior and use its commercially reasonable efforts to the date of the Pricing Agreement; no notice of objection of the SEC to the use of cause such Registration Statement to become effective as promptly as practicable, and shall use its commercially reasonable efforts to take any action required to be taken to comply in all material respects with any applicable federal or any post-effective amendment thereto pursuant state securities laws in connection with the issuance of Nextel Common Stock; except that such covenant of Nextel is made, as to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness those portions of the Registration Statement containing or any part thereof has been issued by required to contain Chadmoore Information, assuming and relying on timely and full compliance with Section 4.04. (b) Nextel shall use its commercially reasonable efforts so that the SEC and no proceeding for that purpose or pursuant to Section 8A of information included in the Securities Act against Registration Statement, shall not, at the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to time the Registration Statement has been complied with. As of its applicable effective dateis declared effective, at the Registration Statement conformed in all material respects time the proxy statement/prospectus contained therein is first mailed to Chadmoore's shareholders, or at the requirements time of the Securities Act and meeting of the Trust Indenture Act and did not include shareholders of Chadmoore to approve the transactions contemplated by this Agreement, contain any untrue statement of a material fact or fact, omit to state any material fact required to be stated therein therein, or omit to state any material fact necessary in order to make the statements therein not misleading. At the Applicable Time; except that such covenant of Nextel is made, as to those portions of the Registration Statement containing or required to contain Chadmoore Information, assuming and relying on timely and full compliance with Section 4.04. If at any time prior to the Pricing Prospectus conformed Closing Date any event or circumstance should come to the attention of Nextel which is required to be set forth in an amendment or supplement to the Registration Statement, Nextel will use its commercially reasonable efforts to appropriately amend or supplement the Registration Statement. An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The Registration Statement and all other documents required to be filed by Nextel with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects to with the applicable requirements of the Securities Act, Act and the Trust Indenture Act, rules and neither regulations thereunder and the Registration Statement (as amended Exchange Act and the rules and regulations thereunder; except that Nextel shall have no liability or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included obligation for any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Chadmoore Information.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on April 18, 2014. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.6. of Form S-3 and the Staff Interpretations, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that, for so long as the Company is subject to General Instruction I.B.6. of Form S-3 and the Staff Interpretations, the Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with General Instruction I.B.6. of Form S-3 and the Staff Interpretations. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Company and Tyco meet the requirements for use of the Form S-3 under the Securities Act in respect of the registration of the Securities and the Guarantees; the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 has been declared effective by the Commission under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending instituted or, to the knowledge of the CompanyCompany or Tyco, is contemplated or threatened by the SEC, Commission and any request on the part of the SEC Commission for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, ; and the Registration Statement conformed and Prospectus (as amended or supplemented if the Company and Tyco shall have furnished any amendments or supplements thereto) comply, or will comply, as the case may be, in all material respects to the requirements of with the Securities Act and the Trust Indenture Act of 1939, as amended, and did the rules and regulations of the Commission thereunder (collectively, the "Trust Indenture Act"), and do not include and will not, as of the applicable effective date of the Registration Statement and any amendment thereto and as of the date of the Prospectus and any amendment or supplement thereto, 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 the case of the Prospectus and any amendment or supplement thereto, in the light of the circumstances under which they were made) not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities ActProspectus, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by at the Pricing Prospectus) nor the Time of Sale Disclosure Package included Closing Date, if applicable, will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that the foregoing representations and warranties shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or Tyco by such Underwriter through the Representatives expressly for use therein; each Prospectus, as of its date and as including any amendment or supplement thereto, delivered to the Underwriters for use in connection with the offering contemplated hereby were identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act.

Registration Statement. The information supplied by the Company for inclusion in the Registration Statement shall not at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to and at the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-time it becomes effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At The information supplied by the Applicable TimeCompany for inclusion or incorporation by reference in the Proxy Statement/Prospectus shall not, on the Registration Statement and date the Pricing Proxy Statement/Prospectus conformed in all material respects is mailed to Company Stockholders or Parent Stockholders, at the requirements time of the Securities Actmeeting of Company Stockholders (the "COMPANY STOCKHOLDERS' MEETING") to consider the Company Stockholder Approval, at the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light time of the circumstances under which they were made, not misleading. The Prospectus, as meeting of its date and Parent Stockholders (the "PARENT STOCKHOLDERS' MEETING") to consider the Parent Stockholder Approval or as of the Closing DateEffective Time, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The proxy statement included in the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company does not make any makes no representation or warranty with respect to Underwriter Informationany statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub that is contained (including by incorporation by reference) in any of the foregoing documents.

Registration Statement. The Such counsel shall also have furnished to the Representatives a written statement, dated the Firm Closing Date, addressed to the Underwriters, to the effect that (x) such counsel has participated in the preparation of the Original Registration Statement is an “automatic shelf registration statement” and any Rule 462(b) Registration Statement, and (as defined under Rule 405 under y) based upon such participation, no facts have come to their attention which lead them to believe that the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Original Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2462(b) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (other than the financial statements, related schedules and other statistical and financial data included therein, as amended or supplemented by to which such counsel need express no belief), as of the Pricing Prospectus) nor time it became effective under the Time of Sale Disclosure Package included Act, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (other than the financial statements, related schedules and other statistical and financial data included therein, as to which such counsel need express no belief), as of its date or the date of such opinion, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing opinion and statement may be qualified by a statement to the effect that such counsel has not independently verified, does not pass upon and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Original Registration Statement, any Rule 462(b) Registration Statement or the Prospectus. In rendering such opinion, such counsel may rely, as to certain factual matters, without any independent investigation, inquiry or verification, upon statements or certificates of its date officers and as other representatives of the Closing DateCompany (including the representations of the Company contained in this Agreement), did not certificates of public officials, certificates or written statements of officers of departments of various jurisdictions having custody of documents relating to the corporate existence, foreign qualification and will not good standing of the Company and written statements of representatives of The Nasdaq Stock Market. References to the Original Registration Statement, any Rule 462(b) Registration Statement and the Prospectus in this paragraph (b) shall include any untrue statement amendment to supplement thereto at the date 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationsuch opinion.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on October 28, 2014. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingPurchase Shares, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not make hold any representation of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that could constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. JOINT PROXY STATEMENT. The information to be supplied by RCSB for inclusion in the Registration Statement will not, at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under declared effective and at the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orEffective Time, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectusinformation to be supplied by RCSB for inclusion in the Joint Proxy Statement will not, as of its on the date and as of the Closing DateJoint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of COFI or RCSB, did not or at the time of their respective meetings of stockholders to vote on this Agreement and will not include the Company Merger, 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 to make the statements thereinthat, in light of the circumstances under which they were it is made, is false or misleading with respect to any material fact, omits to state any material fact necessary in order to make the statements made therein not false or misleading, or omits to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for such meetings of stockholders that has become false or misleading. If at any time prior to the Effective Time, any event relating to RCSB or any of its affiliates, officers or directors is discovered by RCSB that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, RCSB will promptly inform COFI, and such amendment or supplement will be promptly filed with the SEC and, as required by law, disseminated to the stockholders of RCSB. Notwithstanding the foregoing, the Company does not make any RCSB makes no representation or warranty with respect to Underwriter Informationany information supplied by COFI that is contained in the Registration Statement or the Joint Proxy Statement. The Joint Proxy Statement will (with respect to RCSB) comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations thereunder.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on April 18, 2013. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect of timely filing with the SEC, legending and record keeping. The offering of the Securities pursuant to Underwriter Informationthis Agreement qualifies for the exemption from the filing requirements of FINRA Rule 5110 afforded by FINRA Rule 5110(b)(7)(C)(i).

Registration Statement. The Registration Statement is an “automatic shelf registration statement” As soon as practicable (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to and in any event within 45 calendar days of the date of this Agreement), the Pricing Agreement; no notice of objection Company shall file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by the Purchasers of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; Underlying Shares issued and no order suspending the effectiveness issuable upon conversion and/or exercise of the Registration Statement Series B-4 Preferred Stock and Warrants. The Company shall use commercially reasonable efforts to cause such registration to become effective as soon as practicable following the filing thereof and to keep such registration statement effective at all times until no Purchaser owns any Series B-4 Preferred Stock, Warrants or Underlying Shares issuable upon conversion or exercise thereof. The Company shall ensure that such registration statement (including any part thereof has been issued by the SEC amendments or supplements thereto and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did prospectuses contained therein) shall not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. At After the Applicable Time, date hereof and during any period in which a prospectus or prospectus supplement relating to any of the Registration Statement and the Pricing Prospectus conformed in all material respects Securities subject to registration under this Section 4.17 is required to be delivered by any Purchaser pursuant to the requirements Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), (i) the Trust Indenture ActCompany will notify the Purchasers promptly of the time when any subsequent amendment to such registration statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the prospectus that relates to such Securities or any of the Purchasers or any subsequent amendment to the prospectus or any supplement or amendment to the prospectus supplement has been filed with the Commission and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to such registration statement, any amendment to the prospectus, any supplement to the prospectus that relates to the Securities subject to such registration statement under this Section or any of the Purchasers or any amendment or supplement to the prospectus supplement or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon a Purchaser’s request, any amendments or supplements to such registration statement, prospectus or prospectus supplement that, in such Purchaser’s reasonable opinion, may be necessary or advisable in connection with any resale of the Underlying Shares by such Purchaser (provided, however, that the failure of such Purchaser to make such request shall not relieve the Company of any obligation or liability hereunder, or affect such Purchaser’s right to rely on the representations and warranties made by the Company in this Agreement), (iii) the Company will not file any amendment or supplement to a registration statement, prospectus or prospectus supplement, other than documents incorporated by reference, relating to the Securities subject to registration under this Section unless a copy thereof has been submitted to each Purchaser within a reasonable period of time before the filing and no Purchaser has reasonably objected in writing thereto (provided, however, that (A) the failure of any Purchaser to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect any Purchaser’s right to rely on the representations and warranties made by the Company in this Agreement, and neither (B) the Registration Statement (Company has no obligation to provide a Purchaser any advance copy of such filing or to provide such Purchaser an opportunity to object to such filing if such filing does not name such Purchaser or specifically discuss the Securities subject to registration under this Section as amended or supplemented by contemplated hereby) and the Pricing Prospectus) nor Company will furnish to each Purchaser at the Time time of Sale Disclosure Package included filing thereof a copy of any untrue statement of a material fact or omitted to state any material fact required document that upon filing is deemed to be stated therein incorporated by reference into a registration statement, prospectus or necessary prospectus supplement, except for those documents available via XXXXX, and (iv) the Company will cause each amendment or supplement to make the statements thereinprospectus or prospectus supplement, in light other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the circumstances under which they were made, not misleadingSecurities Act. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, Each Purchaser shall furnish the Company does not make any representation or warranty with respect a questionnaire in the form attached hereto as Scheduled 4.17-A prior to Underwriter Information.the filing of such registration statement. Such registration statement filed pursuant to this section shall include a plan of distribution in substantially the form attached hereto as Schedule 4.17-B.

Registration Statement. The Except for the section entitled “Underwriters” in the Prospectus, the Registration Statement is an on Form S-1 initially filed by the Company with the United States Securities and Exchange Commission (the “automatic shelf registration statement” SEC”) on September 2, 2021 (as defined under Rule 405 may be subsequently amended from time to time, the “Registration Statement”), including any information deemed to be included therein pursuant to the rules and regulations of the SEC promulgated under the Securities Act) that has been , complied (or, in the case of amendments filed with the SEC not earlier than three years prior to after the date of the Pricing this Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2, will comply) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Timedate it is declared effective by the SEC, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The (a) Purchaser agrees to prepare, pursuant to all applicable laws, rules and regulations, a registration statement on Form S-4 (the “Registration Statement”) to be filed by Purchaser with the SEC in connection with the issuance of Purchaser Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Seller constituting a part thereof (the “Proxy/Prospectus”) and all related documents). Seller agrees to cooperate, and to cause its Subsidiaries to cooperate, with Purchaser, its counsel and its accountants, in preparation of the Registration Statement is an and the Proxy/Prospectus; and provided that Seller and its Subsidiaries have cooperated as required above, Purchaser agrees to file the Registration Statement, which will include the form of Proxy/Prospectus with the SEC as promptly as reasonably practicable but in no event later than 60 days after the date hereof. Each of Seller and Purchaser agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Purchaser also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “automatic shelf registration statementBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Seller agrees to furnish to Purchaser all information concerning Seller, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Seller and Purchaser agrees, as defined under Rule 405 to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At , and (ii) the Applicable TimeProxy/Prospectus and any amendment or supplement thereto will, at the Registration Statement and the Pricing Prospectus conformed in all material respects date of mailing to the requirements Seller shareholders and at the time of the Securities ActSeller Meeting, as the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were madecase may be, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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, therein in light of the circumstances under which they were such statement is made, not false or misleading. Notwithstanding Each of Seller and Purchaser further agrees that if it shall become aware prior to the foregoing, Effective Date of any information furnished by it that would cause any of the Company does not make any representation statements in the Proxy/Prospectus to be false or warranty misleading with respect to Underwriter Informationany 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 the necessary steps to correct the Proxy/Prospectus. (c) Purchaser agrees to advise Seller, promptly after Purchaser 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 Purchaser 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 for additional information.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on June 23, 2021 and June 24, 2021. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on September 7, 2021 The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on February 10, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not been since December 31, 2018, and currently is not, an Ineligible Issuer (as defined in Rule 405 of the Closing DateSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, did and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not include make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any untrue statement such free writing prospectus consented to by the Investor, including in respect of a material fact or omit to state any material fact required to be stated therein or necessary to make timely filing with the statements thereinSEC, in light legending and record keeping. The offering of the circumstances under which they were made, not misleading. Notwithstanding Securities pursuant to this Agreement qualifies for the foregoing, exemption from the Company does not make any representation or warranty with respect to Underwriter Informationfiling requirements of Rule 5110 of the FINRA afforded by FINRA Rule 5110(b)(7)(C)(i).

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Acta) that has been When filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-and declared effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed any prospectus supplement will comply in all material respects to the requirements of with the Securities Act, and the Trust Indenture Actrules and regulations of the SEC thereunder, and neither will not, as of the applicable effective date as to the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included and any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date amendment thereto and as of the Closing Datedate of the prospectus supplement and any amendment or supplement thereto, did not and will not include 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 the light of the circumstances under which they were made, not misleading. Notwithstanding , and the foregoingprospectus supplement, as amended or supplemented after the Closing Date as required by the SEC’s rules and regulations, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The documents incorporated by reference in the Registration Statement, when filed with the SEC, conform or will conform, as the case may be, in all material respects to the requirements of the Exchange Act, and none of such documents contained or will contain an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The financial statements, and the related notes thereto, included or incorporated by reference in the Registration Statement present or will present, as the case may be, fairly the consolidated financial position of the Company does not make any representation and its consolidated Subsidiaries as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; said financial statements have been and will be prepared in conformity with GAAP applied on a consistent basis except as set forth in the notes thereto, and the supporting schedules included or warranty with respect incorporated by reference in the Registration Statement present fairly the information required to Underwriter Informationbe stated therein.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on September 6, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. Ituran agrees, represents and warrants as follows: (a) Ituran has prepared and filed or shall use its reasonable best efforts to prepare and, as soon as practicable after the date hereof, file with the SEC a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities. The Registration Statement is an “automatic shelf registration statement” (prepared pursuant hereto shall register for resale all of the Registrable Securities. Ituran shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as defined under Rule 405 under the Securities Act) that has been filed soon as practicable and shall file with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to in accordance with Rule 401(g)(2) 424 under the Securities Act has been received by the Company; and no order suspending Prospectus to be used in connection with sales pursuant to the effectiveness of Registration Statement. (b) At the time the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateamendments thereto become effective, the Registration Statement conformed and any supplements and amendments thereto will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Prospectus conformed and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto is issued, will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Ituran has not, in the twelve (12) months preceding the date hereof, received notice from any trading market on which the Ituran Shares is or have been listed or quoted to the effect that Ituran is not in compliance with the listing or maintenance requirements of such trading market. The ProspectusIturan is, as of and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. (d) Ituran shall use its date and as reasonable best efforts to maintain the effectiveness of the Closing Date, did Registration Statement during the Effectiveness Period. (e) In the event that Form F-3 is not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make available for the statements therein, in light registration of the circumstances resale of the Registrable Securities hereunder or Ituran is not eligible to use Form F-3 to register the Registrable Securities for resale under applicable SEC rules and regulations, then, Ituran shall (i) register the resale of the Registrable Securities on Form F-1 or another appropriate SEC form that Ituran is then eligible to use which they were madeis reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form F-3 as promptly as reasonably practicable after Ituran becomes eligible to us such form; provided, not misleading. Notwithstanding however, that the foregoingIturan shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-3 covering all of the Registrable Securities has been declared effective by the SEC, or if earlier, until the Company does not make any representation or warranty with respect to Underwriter Informationend of the Effectiveness Period (as defined in Section 3(a)).

Registration Statement. The In connection with the Registration Statement is an “automatic shelf Statement, the Company shall: i. use its best efforts to effect such registration statement” to permit the sale of the Transfer Restricted Shares being sold in accordance with the intended method or methods of distribution thereof (as defined under Rule 405 under indicated in the Securities Act) that has been filed information furnished to the Company pursuant to Section 3(b)), and pursuant thereto the Company will prepare and file with the SEC not earlier than three years prior to the date Registration Statement on Form S-3, which form shall be available for the sale of the Pricing Transfer Restricted Shares in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions of this Agreement; ii. use its best efforts to keep the Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 of this Agreement; no notice and upon the occurrence of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of event that would cause the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant Prospectus contained therein (A) to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any contain an untrue statement of a material fact or omit to state any material fact required necessary to make the statement therein not misleading or (B) not to be stated effective and usable for resale of Transfer Restricted Shares during the period required by this Agreement, the Company shall file promptly an appropriate amendment or supplement to the Registration Statement curing such defect, and, if the SEC review is required, use its reasonable best efforts to cause such amendment to be declared effective as soon as practicable; iii. prepare and file with the SEC such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Registration Statement or supplement to the Prospectus; iv. advise each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the SEC for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or necessary that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading. At , or that requires the Applicable Time, making of any additions to or changes in the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectusmisleading (provided that the Company determines in its good faith judgment that the disclosure of such fact or happening or event at such time would have a material adverse effect on the business, financial condition, operations or prospects of the Company or the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; however, the Company need not disclose to Holders any information that the board of directors of the Company determines in its good faith judgment to be non-public, confidential information that pertains to, among other events, a merger, sale, consolidation or acquisition of the Company); and if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Shares under state securities or blue sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; v. subject to Section 5(a)(ii), if any fact or event contemplated by Section 5(a)(iv)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of its date and as of Transfer Restricted Shares, the Closing Date, did not and Prospectus will not include any contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; vi. Notwithstanding furnish to each Holder in connection with such sale, if any, before filing with the SEC, copies of the Registration Statement or any Prospectus included therein or any amendments or supplements to the Registration Statement or Prospectus, which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file the Registration Statement or Prospectus or any amendment or supplement to the Registration Statement or Prospectus to which such Holder shall reasonably object within five Business Days after the receipt thereof; a Holder shall be deemed to have reasonably objected to such filing only if the Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act and the Holder provides written notice of such untrue statement of a material fact or omission of any material fact necessary to make the statements therein not misleading together with such modifications as are required to correct the foregoing; vii. if requested by any Holder in connection with such exchange or sale, promptly include in the Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holder may reasonably request to have included therein, including, without limitation, the "Plan of Distribution" (in substantially the form of Annex B attached hereto) of the Transfer Restricted Shares; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company does is notified of the matters to be included in such Prospectus supplement or post-effective amendment; viii. furnish to each Holder in connection with such exchange or sale, if any, without charge, at least one copy of the Registration Statement, as first filed with the SEC, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); ix. deliver to each Holder, without charge, up to ten (10) copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement as such Holder may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each Holder in connection with the offering and the sale of the Transfer Restricted Shares covered by the Prospectus or any amendment or supplement thereto; x. in connection with any sale of Transfer Restricted Shares that will result in such securities no longer being Transfer Restricted Shares, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Shares to be sold and not make bearing any representation restrictive legends; and instruct its transfer agent pursuant to transfer agent instructions substantially in the form attached hereto as Annex C to register such Transfer Restricted Shares in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Shares; xi. use its reasonable best efforts to cause the disposition of the Transfer Restricted Shares covered by the Registration Statement to be registered with or warranty approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Shares; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where the Company is not now so qualified or to take any action that would subject the Company to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where the Company is not now so subject; and xii. provide promptly to each Holder, upon request, each document filed with respect the SEC pursuant to Underwriter Informationthe requirements of Section 13 or Section 15(d) of the Exchange Act.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under a) At the Securities Act) that has been filed with the SEC not earlier than three years prior to the effective date of the Pricing Agreement; no notice of objection of Registration Statement, the SEC to the use of such Registration Statement will conform, and the prospectus contained in the Registration Statement (the "Prospectus") and any further amendments or any post-effective amendment thereto pursuant supplements to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orProspectus will conform, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act rules and did not include regulations of the Commission thereunder and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto, and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At . (b) The documents incorporated by reference in the Applicable TimeProspectus, when they became effective or were filed with the Registration Statement and Commission, as the Pricing Prospectus case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, the Trust Indenture Actas applicable, and neither the Registration Statement (as amended or supplemented by rules and regulations of the Pricing Prospectus) nor the Time SEC thereunder, and none of Sale Disclosure Package included any such documents contained an untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the SEC, as the case may be, will conform in light all material respects to the requirements of the circumstances under which they were made, not misleading. The ProspectusSecurities Act or the Exchange Act, as of its date applicable, and as the rules and regulations of the Closing Date, did not SEC thereunder and will not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on July 26, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus, as of its date and as Company meets all of the Closing Date, did not and will not include any untrue statement requirements for the use of a material fact or omit registration statement on Form S-3 pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light Securities Act for the offering and sale of the circumstances under which they were madePurchase Shares contemplated by this Agreement in reliance on General Instruction I.B.6. of Form S-3, and the SEC has not misleading. Notwithstanding the foregoing, notified the Company does of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not make any representation or warranty result in non-compliance with respect to Underwriter InformationGeneral Instruction I.B.6.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on April 26, 2022. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not distributed any offering material in connection with the offering and as sale of any of the Closing DateSecurities, did and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and will not include sale of any untrue statement of a material fact the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on July 9, 2021. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on May 14, 2021. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The (a) Purchaser agrees to prepare, pursuant to all applicable laws, rules and regulations, a registration statement on Form S-4 (the “Registration Statement”) to be filed by Purchaser with the SEC in connection with the issuance of Purchaser Common Stock in the Parent Merger (including the proxy statement and prospectus and other proxy solicitation materials of Seller constituting a part thereof (the “Proxy/Prospectus”) and all related documents). Seller agrees to cooperate, and to cause its Subsidiaries to cooperate, with Purchaser, its counsel and its accountants, in preparation of the Registration Statement is an and the Proxy/Prospectus; and provided that Seller and its Subsidiaries have cooperated as required above, Purchaser agrees to file the Registration Statement, which will include the form of Proxy/Prospectus with the SEC as promptly as reasonably practicable but in no event later than 60 days after the date hereof. Each of Seller and Purchaser agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Purchaser also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “automatic shelf registration statementBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Seller agrees to furnish to Purchaser all information concerning Seller, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Seller and Purchaser agrees, as defined under Rule 405 to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At , and (ii) the Applicable TimeProxy/Prospectus and any amendment or supplement thereto will, at the Registration Statement and the Pricing Prospectus conformed in all material respects date of mailing to the requirements Seller Common Shareholders and at the time of the Securities ActSeller Meeting, as the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were madecase may be, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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, therein in light of the circumstances under which they were such statement is made, not false or misleading. Notwithstanding Each of Seller and Purchaser further agrees that if it shall become aware prior to the foregoing, Effective Date of any information furnished by it that would cause any of the Company does not make any representation statements in the Proxy/Prospectus to be false or warranty misleading with respect to Underwriter Informationany 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 the necessary steps to correct the Proxy/Prospectus. (c) Purchaser agrees to advise Seller, promptly after Purchaser 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 Purchaser 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 for additional information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under meets the requirements set forth in Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2415(a)(1)(x) under the Securities Act and complies with said Rule and the U.S. Preliminary Prospectus Supplement and U.S. Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has been received by advised the Company; Representative of all further information (financial and no other) with respect to the Company required to be set forth therein in the Registration Statement, the U.S. Preliminary Prospectus Supplement and U.S. Prospectus Supplement. The Registration Statement has become effective under the Securities Act. The Company has filed with the SEC the Rule 462(b) Registration Statement under the Securities Act on or prior to the date hereof and the Rule 462(b) Registration Statement became effective for the registration of the securities covered thereby, including the Units and the securities underlying the Units, under the Securities Act prior to the time of execution of this Agreement. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC is in effect and no proceeding proceedings for that such purpose have been instituted or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is are pending or, to the knowledge of the Company, is are contemplated or threatened by the SEC, . The U.S. Preliminary Prospectus and any request on the part of U.S. Prospectus when filed complied in all material respects with the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed Securities Act and is identical in all material respects to the requirements copies thereof delivered to the Underwriters for use in connection with the offer and sale of the Units. Each of the Registration Statement and any post-effective amendment thereto, at the time each part thereof became effective pursuant to the Securities Act and at the Trust Indenture Closing Date and each Option Closing Date, complied and will comply in all material respects with the Securities Act and did not include and, any amendment or supplement thereto, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included did not, and at the time of the Closing Date and each Option Closing Date, the Time of Sale Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The U.S. Preliminary Prospectus and the U.S. Prospectus, each as amended or supplemented, each as of its date and as of at the Closing Date and each Option Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The representations and warranties set forth in the foregoingthree immediately preceding sentences shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company does by an Underwriter specifically for use in the preparation thereof as set forth in Section 10(2). There are no agreements, contracts, arrangements or understandings (written or oral) or other documents required to be described in the Time of Sale Prospectus or the U.S. Prospectus or to be filed as exhibits to the Registration Statement which have not make any representation been described or warranty with respect to Underwriter Informationfiled as required.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on July 20, 2012. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been presently filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on amendment thereto, including any information deemed to be included therein pursuant to the part rules and regulations of the SEC for additional information pertaining to promulgated under the Registration Statement has been Securities Act of 1933, as amended (the “Securities Act”), complied with. As (or, in the case of amendments filed after the date of this Agreement, will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on May 18, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingPurchase Shares, the Company does was not make and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any representation offering material in connection with the offering and sale of any of the Purchase Shares, and, until none of the Investors hold any of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by any of the Investors, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of each of the Investors it will not make, an offer relating to the Purchase Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by each of the Investors, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. (a) The parties agree jointly to prepare a registration statement on Form S-4 (the "Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities ActStatement") that has been to be filed by Vail Banks with the SEC not earlier than three years prior in connection with the issuance of Vail Banks Common Stock pursuant to the date Merger Agreement. The parties agree to cooperate with the other party, its counsel and its accountants, in the preparation of the Pricing Registration Statement; and provided that both parties have cooperated as provided above, Vail Banks agrees to file the Registration Statement with the SEC as soon as reasonably practicable after the execution of this Agreement; no notice of objection . Each of the SEC Company and Vail Banks agrees to use all reasonable efforts to cause the use of such Registration Statement or any post-to be declared effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received of 1933 as promptly as reasonably practicable after any SEC comments are resolved. Vail Banks also agrees to use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Company agrees to furnish to Vail Banks all information concerning Company and United Valley Bank, their subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the Company; foregoing. (b) Each of Company and no order suspending Vail Banks agrees that none of the effectiveness of information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement and each amendment or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of supplement thereto, if any, becomes effective under the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or1933, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, misleading in light of the circumstances under which they such statements were made, not misleading. The Prospectus, as of its date and as Each of the Company and Vail Banks further agrees that if it shall become aware prior to the Closing DateDate of any information furnished by it that would cause any of the statements in the Registration Statement to be false or misleading with respect to any material fact, did not and will not include any untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not false or misleading, in light to promptly inform the other party thereof and to take the necessary steps to the Registration Statement. (c) Vail Banks agrees to advise Company, promptly after Vail Banks receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleading. Notwithstanding of the foregoingissuance of any stop order or the suspension of the qualification of Vail Banks Common Stock for offering or sale in any jurisdiction, of the Company does not make initiation or threat of any representation proceeding for any such purpose, or warranty with respect to Underwriter Informationof any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on August 19, 2020. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The "Plan of Distribution" section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of 260613514 v9 the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on June 11, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement Company shall file a registration statement on Form S-3 (or other appropriate form if the Company is an “automatic shelf not then S-3 eligible) providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Warrants. The Company shall use commercially reasonable efforts to cause such registration statement” to become effective 180 days following the Closing Date and to keep such registration statement effective at all times until (as defined a) the Warrant Shares are sold under such registration statement or pursuant to Rule 405 144 under the Securities Act, (b) that has been filed with the SEC not earlier than Warrant Shares may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 under the Securities Act, and (c) the three years prior to (3) year anniversary of the date of the Pricing Agreement; no notice of objection issuance of the SEC Warrants, whichever is the earliest to occur. Subject to the use accuracy of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received information provided by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant Purchasers to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated the Company shall ensure that such registration statement (including any amendments or threatened by the SEC, supplements thereto and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did prospectuses contained therein) shall not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. At After the Applicable Time, date hereof and during any period in which a prospectus or prospectus supplement relating to any of the Registration Statement and the Pricing Prospectus conformed in all material respects Securities subject to registration under this Section 4.15 is required to be delivered by any Purchaser pursuant to the requirements Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), (i) the Trust Indenture ActCompany will notify the Purchasers promptly of the time when any subsequent amendment to such registration statement, other than documents incorporated by reference, has been filed with the Commission or has become effective or any subsequent supplement to the prospectus regarding such Securities or any of the Purchasers or any subsequent amendment to the prospectus or any supplement or amendment to the prospectus supplement has been filed with the Commission and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to such registration statement, any amendment to the prospectus, any supplement to the prospectus that relates to the Securities subject to such registration statement under this Section or any of the Purchasers, or any amendment or supplement to the prospectus supplement, provided that no notification of the Purchasers shall be required if such amendment, supplement, or comment, or request would not, and neither would not seek, to limit the Registration Statement rights of the Purchasers or the Warrant Shares, (ii) the Company will prepare and file with the Commission, promptly upon a Purchaser’s request, any amendments or supplements to such registration statement, prospectus or prospectus supplement that, in the Company’s reasonable opinion, may be necessary in connection with any resale of the Warrant Shares by such Purchaser (provided, however, that the failure of such Purchaser to make such request shall not relieve the Company of any obligation or liability hereunder), (iii) the Company will not file any amendment or supplement to a registration statement, prospectus or prospectus supplement, other than documents incorporated by reference, relating to the Warrant Shares subject to registration under this Section 4.15 unless a copy thereof has been submitted or made available to each Purchaser within a reasonable period of time before the filing and no Purchaser has reasonably objected in writing thereto (provided, however, that (A) the failure of any Purchaser to make such objection shall not relieve the Company of any obligation or liability hereunder, and (B) the Company has no obligation to provide a Purchaser any advance copy of such filing or to provide such Purchaser an opportunity to object to such filing if such filing does not name such Purchaser or specifically discuss the Warrant Shares subject to registration under this Section 4.15 as amended contemplated hereby) and the Company will furnish or supplemented make available to each Purchaser at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into a registration statement, prospectus or prospectus supplement, except for those documents available via XXXXX, and (iv) the Company will cause each amendment or supplement to the prospectus or prospectus supplement, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act. Each Purchaser shall furnish the Company a questionnaire in the form attached hereto as Schedule 4.15 prior to the filing of such registration statement. All fees and expenses incident to the performance of or compliance with, this Section 4.15 by the Pricing ProspectusCompany shall be borne by the Company whether or not any Warrant Shares are sold pursuant to a registration statement. Neither the Company nor any of its security holders (other than the Purchasers in such capacity pursuant hereto) nor may include securities of the Time of Sale Disclosure Package included Company in any untrue registration statements other than the Warrant Shares. The Company shall not file any other registration statement until the date that all Warrant Shares are registered pursuant to a registration statement. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Purchaser or Affiliate of a material fact or omitted to state any material fact required to be stated therein or necessary to make Purchaser as an underwriter without the statements therein, in light prior written consent of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationsuch Purchaser.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on December 19, 2017. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on October 3, 2014. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect of timely filing with the SEC, legending and record keeping. The offering of the Securities pursuant to Underwriter Informationthis Agreement qualifies for the exemption from the filing requirements of Rule 5110 of the Financial Industry Regulatory Authority (“FINRA”) afforded by FINRA Rule 5110(b)(7)(C)(i).

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on June 12, 2013. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect of timely filing with the SEC, legending and record keeping. The offering of the Securities pursuant to Underwriter Informationthis Agreement qualifies for the exemption from the filing requirements of Rule 5110 of the Financial Industry Regulatory Authority (“FINRA”) afforded by FINRA Rule 5110(b)(7)(C)(i).

Registration Statement. The information supplied by the Company for inclusion in the Registration Statement shall not at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to and at the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-time it becomes effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At The information supplied by the Applicable TimeCompany for inclusion or incorporation by reference in the Proxy Statement/Prospectus shall not, on the Registration Statement and date the Pricing Proxy Statement/Prospectus conformed in all material respects is mailed to Company Stockholders or Parent Stockholders, at the requirements time of the Securities Actmeeting of Company Stockholders (the “COMPANY STOCKHOLDERS’ MEETING”) to consider the Company Stockholder Approval, at the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light time of the circumstances under which they were made, not misleading. The Prospectus, as meeting of its date and Parent Stockholders (the “PARENT STOCKHOLDERS’ MEETING”) to consider the Parent Stockholder Approval or as of the Closing DateEffective Time, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting which has become false or misleading. The proxy statement included in the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company does not make any makes no representation or warranty with respect to Underwriter Informationany statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub that is contained (including by incorporation by reference) in any of the foregoing documents.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (As soon as defined under Rule 405 under practicable after the Securities Act) that has been filed execution of this Agreement, Prosperity will prepare and file with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such a Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) on Form S-4 under the Securities Act has been received by (the “Registration Statement”) and any other applicable documents, relating to the shares of Prosperity Common Stock to be delivered to the shareholders of the Company pursuant to this Agreement, and will use its best efforts to cause the Registration Statement to become effective. The Company and its counsel shall be given the opportunity to participate in the preparation of the Registration Statement and shall have the right to approve the content of the Registration Statement with respect to the Company and the meeting of the Company; and no order suspending the effectiveness of ’s shareholders. Prosperity shall not include in the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of amendment thereto any information concerning the Company, is contemplated the Bank or threatened by this Agreement to which the SEC, Company shall reasonably and timely object in writing (and the parties shall negotiate in good faith any request on such comments or objections). At the part of the SEC for additional information pertaining to time the Registration Statement has been complied with. As of its applicable effective datebecomes effective, the Registration Statement conformed will comply in all material respects to with the requirements provisions of the Securities Act and the Trust Indenture Act published rules and did regulations thereunder, and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not false or misleading. At , and at the Applicable Timetime of mailing thereof to the Company’s shareholders, at the time of the Company Shareholders’ Meeting held to approve the Merger, and at the Effective Time of the Merger, the prospectus included as part of the Registration Statement and any amendment thereto (the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing “Prospectus”) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 circumstanced under which they were made, not false or misleading. Notwithstanding ; provided, however, that none of the foregoing, provisions of this subparagraph shall apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished by the Company does not make any representation for use in the Registration Statement or warranty with respect to Underwriter Informationthe Prospectus.

Registration Statement. The Company shall prepare and file with the SEC by April 15, 2018, at the Company’s expense and in accordance with the provisions of the Securities Act, the Registration Statement, in a form reasonably satisfactory to the Investor and its counsel, and the Company shall use reasonable best efforts to cause such Registration Statement to be declared effective within ninety (90) days thereafter. The date on which the Registration Statement is declared effective by the SEC is referred to herein as the “Effective Date”. The Investor shall furnish to the Company such information regarding itself, the Purchase Shares held by it and the intended method of distribution thereof as shall be reasonably requested by the Company in connection with the preparation and filing of the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement. The Investor acknowledges that it will be identified in the Registration Statement as an “automatic shelf registration statement” (as defined under Rule 405 under underwriter within the meaning of Section 2(a)(11) of the Securities Act) that has been filed with . At the SEC not earlier than three years prior to time the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or and any post-amendments thereto become effective amendment thereto and at each deemed effective date thereof pursuant to Rule 401(g)(2430B(f)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that this representation and warranty does not apply to statements in or omissions in the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. At The Company meets all of the Applicable Timerequirements for the use of a registration statement on Form S-1 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, will meet the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not hold any of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or by the Investor, in each case, other than the Shelf Registration Statement, the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the Pricing Prospectus conformed prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that could constitute a “free writing prospectus” as defined in all material respects to Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented Act applicable to any such free writing prospectus consented to by the Pricing Prospectus) nor Investor, including in respect of timely filing with the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereinSEC, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date legending and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationrecord keeping.

Registration Statement. The (a) PCBI agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-0, Xxxx X-0, Form S-3 or Form S-4 (the “Registration Statement”) and to file such Registration Statement is an with the SEC on or before the Effective Date. The PCBI Common Shares issued in connection with the Parent Merger shall be the subject of the Registration Statement and the Registration Statement shall be designed to permit the resale of such PCBI Common Shares. PCBI also agrees to use its best efforts to have such Registration Statement declared effective as soon as possible but in no event later than 90 days after the Effective Date. PCBI further agrees to use its best efforts to and to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “automatic shelf registration statementBlue Sky” permits and approvals required to ensure that the PCBI Common Shares issued in connection with the Parent Merger shall be registered and free from any resale restrictions. (b) PCBI agrees, as defined under Rule 405 to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement will, at the time the (i) Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At , and (ii) the Applicable Time, the Registration Proxy Statement and any amendment or supplement thereto will not, at the Pricing Prospectus conformed in all material respects date of mailing to the requirements shareholders and at the time of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The ProspectusMercantile Meeting, as of its date and as of the Closing Datecase may be, did not and will not include 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 thereintherein not misleading or any statement which, in the light of the circumstances under which they were such statement is made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will be false or warranty misleading with respect to Underwriter Informationany material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Mercantile and PCBI further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy 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 the necessary steps to correct the Proxy Statement. (c) PCBI agrees to advise each Mercantile shareholder who has received PCBI Common Shares in connection with the consummation of the Parent Merger, promptly after PCBI 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 PCBI Common Shares 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 for additional information. (d) PCBI and Mercantile hereby agree that this entire Section 6.03 shall survive closing and that each Mercantile shareholder who has received PCBI Common Shares in connection with the consummation of the Parent Merger shall be deemed a third party beneficiary of this Section 6.03 and entitled to enforce this Section 6.03 and shall be entitled to reimbursement by PCBI of any expense incurred, including, but not limited to attorneys’ fees, in connection with the successful enforcement of this Section 6.03.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on November 9, 2017. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. or General Instruction I.B.6, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on December 1, 2010. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus, as of its date and as Company meets all of the Closing Date, did not and will not include any untrue statement requirements for the use of a material fact or omit registration statement on Form S-3 pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light Securities Act for the offering and sale of the circumstances under which they were madeSecurities contemplated by this Agreement, including, to the extent applicable to the transactions contemplated by this Agreement, those set forth in General Instruction I.B.6. of Form S-3, and the SEC has not misleadingnotified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. Notwithstanding The Company hereby confirms that, for so long as the foregoingCompany is subject to General Instruction I.B.6. of Form S-3, the Company does shall not make issue any representation or warranty shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with respect to Underwriter InformationGeneral Instruction I.B.6.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on September 28, 2017. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus, as of its date and as Company meets all of the Closing Date, did not and will not include any untrue statement requirements for the use of a material fact or omit registration statement on Form S-3 pursuant to state any material fact required to be stated therein or necessary to make the statements thereinSecurities Act for the offering and sale of the Purchase Shares contemplated by this Agreement, in light reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the circumstances under which they were made, form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty result in non-compliance with respect to Underwriter InformationGeneral Instruction I.B.6.

Registration Statement. The Company will (a) prepare and file a Registration Statement is an “automatic shelf registration statement” (or a prospectus supplement, as defined under Rule 405 under the Securities Act) that has been filed applicable, with the SEC not earlier than three years prior to (within the date time period specified in Section 1.1 or Section 1.2), as applicable, in the case of a Shelf Registration, an Underwritten Shelf Takedown or a Demand Registration) which Registration Statement (i) shall be on a form selected by the Company for which the Company qualifies, (ii) shall be available for the sale or exchange of the Pricing Agreement; no notice Registrable Securities in accordance with the intended method or methods of objection distribution, in the case of the SEC to the use of such a Demand Registration Statement Statement, a Shelf or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SECan Underwritten Shelf Takedown, and any request on the part of the SEC for additional information pertaining (iii) shall comply as to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed form in all material respects with the requirements of the applicable form and include and/or incorporate by reference all financial statements required by the SEC to be filed therewith, (b) use its reasonable best efforts to cause such Registration Statement to become effective and remain effective for the periods provided under Section 1.1 or Section 1.2, as applicable, in the case of a Shelf Registration Statement or a Demand Registration Statement, (c) use its reasonable best efforts to prevent the occurrence of any event that would cause a Registration Statement to contain a material misstatement or omission or to be not effective and usable for resale of the Registrable Securities registered pursuant thereto (during the period that such Registration Statement is required to be effective as provided under Section 1.1 or Section 1.2), and (d) cause each Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement, amendment or supplement (i) to comply in all material respects with any requirements of the Securities Act and the Trust Indenture Act rules and did regulations of the SEC and (ii) not include to contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Company will: (A) at least five Business Days prior to the Applicable Time, the anticipated filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto furnish to such Holders and the Pricing Prospectus conformed managing underwriter or underwriters of an underwritten offering of Registrable Securities, if applicable, copies of all such documents proposed to be filed, (B) use its reasonable best efforts to address in all material respects each such document prior to being so filed with the requirements SEC such comments as such Holder or underwriter reasonably shall propose within three Business Days of receipt of such copies by the Securities Act, the Trust Indenture Act, Holders and neither the (C) not file any Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.related Prospectus or

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on March 19, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not been since June 30, and currently is not, an Ineligible Issuer (as defined in Rule 405 of the Closing DateExchange Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, did and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not include make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any untrue statement such free writing prospectus consented to by the Investor, including in respect of a material fact or omit to state any material fact required to be stated therein or necessary to make timely filing with the statements thereinSEC, in light legending and record keeping. The offering of the circumstances under which they were made, not misleading. Notwithstanding Securities pursuant to this Agreement qualifies for the foregoing, exemption from the Company does not make any representation or warranty with respect to Underwriter Informationfiling requirements of Rule 5110 of the FINRA afforded by FINRA Rule 5110(b)(7)(C)(i).

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Timedate it is declared effective by the SEC, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Acta) that has been When filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-and declared effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed any prospectus supplement will comply in all material respects to the requirements of with the Securities Act, and the Trust Indenture Actrules and regulations of the SEC thereunder, and neither will not, as of the applicable effective date as to the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included and any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date amendment thereto and as of the Closing Datedate of the prospectus supplement and any amendment or supplement thereto, did not and will not include 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 the light of the circumstances under which they were made, not misleading. Notwithstanding , and the foregoingprospectus supplement, as amended or supplemented after the Company does Closing Date as required by the SEC’s rules and regulations, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make any representation the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The documents incorporated by reference in the Registration Statement, when filed with the SEC, conform or warranty will conform, as the case may be, in all material respects to the requirements of the Exchange Act, and none of such documents contained or will contain an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The financial statements, and the related notes thereto, included or incorporated by reference in the Registration Statement present or will present, as the case may be, fairly the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; said financial statements have been and will be prepared in conformity with respect GAAP applied on a consistent basis except as set forth in the notes thereto, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to Underwriter Informationbe stated therein.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on June 5, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made and agrees that unless it obtains the prior written consent of the Investor it will not include any untrue statement of make an offer relating to the Securities that would constitute a material fact or omit to state any material fact required to be stated therein or necessary to make “free writing prospectus” as defined in Rule 405 under the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act.

Registration Statement. The IBG agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, (ii) that has been filed with the SEC not earlier than three years prior Proxy Statement and any amendment or supplement thereto, at the date(s) of mailing to shareholders and at the date time of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement IBG Meeting and (iii) any other filings made under applicable federal or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; Texas banking or securities laws and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orregulations, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include shall 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 were made, not misleading. Notwithstanding IBG further agrees that if it shall become aware before the foregoing, effectiveness of the Company does not make Registration Statement of any representation information furnished by such party that would cause any of the statements in the Registration Statement or warranty the Proxy Statement to be false or misleading with respect to Underwriter Informationany material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform CBI thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. IBG agrees to advise CBI, promptly after IBG 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 IBG Shares for offering or sale in any jurisdiction, of the initiation or, to the extent IBG is aware thereof, 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 for additional information. IBG agrees to promptly provide to CBI copies of all correspondence between IBG or any of its representatives, on the one hand, and the SEC, on the other hand.

Registration Statement. Upon execution and delivery of this Agreement, the Company shall prepare and file with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-1 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingPurchase Shares, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not make hold any representation of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that could constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on September 17, 2012. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on October 24, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC U.S. Securities and Exchange Commission (the “Commission”), and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part Commission. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. or General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, not misleading. Notwithstanding other than the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement is Company meets the requirements for use of Form S–3 under the Securities Act and has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” (, as defined under in Rule 405 (File Number 333-163505), on Form S-3, including a related base prospectus, for registration under the Securities Act of the offering and sale of certain securities. Such registration statement, including the exhibits thereto and the documents, if any, incorporated by reference therein, as amended (or deemed to have been amended pursuant to Rules 430A, 430B or 430C under the Securities Act) that has been from time to time, is hereinafter referred to as the “Shelf Registration Statement.” Such Shelf Registration Statement, including any amendments thereto filed with the SEC not earlier than three years prior to the date of this Agreement or prior to any such time this representation is repeated or deemed to be made, became effective upon filing and no stop order suspending the Pricing Agreement; effectiveness of the Shelf Registration Statement or any part thereof has been issued or is in effect and no proceeding for that purpose has been initiated or threatened by the Commission or by the state securities authority of any jurisdiction, and no notice of objection of the SEC Commission to the use of such the Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the . The Shelf Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed complies in all material respects to with the applicable requirements of the Securities Act and the Trust Indenture Securities Exchange Act of 1934, as amended (the “Exchange Act”), and did the respective rules thereunder and does not include 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. At ; provided, however, that the Applicable Time, Company and the Operating Partnership make no representations or warranties as to the information contained in or omitted from the Shelf Registration Statement or any related prospectus supplement in reliance upon and the Pricing Prospectus conformed in all material respects conformity with information furnished in writing to the requirements of Company or the Securities Act, Operating Partnership by the Trust Indenture Act, and neither Purchaser specifically for inclusion in the Shelf Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted 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 were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationrelated prospectus supplement.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on February 4, 2014. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus, as of its date and as Company meets all of the Closing Date, did not and will not include any untrue statement requirements for the use of a material fact or omit registration statement on Form S-3 pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light Securities Act for the offering and sale of the circumstances under which they were madeSecurities contemplated by this Agreement, including, to the extent applicable to the transactions contemplated by this Agreement, those set forth in General Instruction I.B.6. of Form S-3, and the SEC has not misleadingnotified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. Notwithstanding The Company hereby confirms that, for so long as the foregoingCompany is subject to General Instruction I.B.6. of Form S-3, the Company does shall not make issue any representation or warranty shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with respect to Underwriter InformationGeneral Instruction I.B.6.

Registration Statement. The (a) Acquired Corporation shall furnish all information to Buyer with respect to any Acquired Corporation Company including financial statements of Acquired Corporation as Buyer may reasonably request for inclusion in the Registration Statement, and the Buyer’s application for listing on NASDAQ of Buyer’s Common Stock to be registered by the Registration Statement, and such information and financial statements shall satisfy the requirements of SEC Form S-4 and SEC Regulation S-X under the 1933 Act, as applicable. (b) None of the information supplied or to be supplied by Acquired Corporation for inclusion in the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been to be filed by Buyer with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of will, when the Registration Statement becomes effective, be false or misleading with respect to any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending ormaterial fact, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At None of the Applicable Timeinformation supplied by Acquired Corporation or to be supplied to Buyer’s or Acquired Corporation’s stockholders in the proxy statement/prospectus used in connection with the Stockholders Meeting, and any other documents to be filed by Acquired Corporation with the Registration Statement SEC, or any other Agency in connection with the transactions contemplated hereby will, at the respective time such documents are filed and the Pricing Prospectus conformed in all material respects with respect to the requirements Acquired Corporation Proxy Statement, when first mailed to the stockholders of the Securities ActAcquired Corporation be false or misleading with respect to any material fact, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, or in light the case of the circumstances under which they were madeAcquired Corporation Proxy Statement or any amendment thereof or supplement thereto, not misleading. The Prospectus, as of its date and as at the time of the Closing DateAcquired Corporation Stockholders Meetings, did not and will not include be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, correct any statement in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty earlier communication with respect to Underwriter Informationthe solicitation of proxies for the Stockholders Meeting.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on January 24, 2012. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning 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 Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on May 9, 2017. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC U.S. Securities and Exchange Commission (the “Commission”), and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part Commission. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, not misleading. Notwithstanding other than the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The BancSecurity will promptly furnish or cause to be furnished to Buyer all of the information concerning BancSecurity and the Banks required for inclusion in, and will cooperate with Buyer in the preparation of, the Registration Statement is an “automatic shelf registration statement” and Proxy Statement (as defined under Rule 405 under including audited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Securities Act) that has been filed Registration Statement and Proxy Statement), or any statement or application made by Buyer to any governmental body in connection with the SEC not earlier than three years Merger. BancSecurity agrees promptly to advise Buyer if at any time prior to the date Effective Date of the Pricing Agreement; no notice Merger, any information provided by or on behalf of objection BancSecurity becomes incorrect or incomplete in any material respect and to provide the information needed to correct such inaccuracy or omission. At the time of mailing thereof to BancSecurity shareholders, at the time of BancSecurity shareholders's meeting referred to in Section 4.1 (b) hereof and at the Effective Time of the SEC to Merger, the use of such Registration Proxy Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness included as part of the Registration Statement or any part amendment thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orsupplement thereto, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were are made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact misleading or omit to state any a material fact required to be stated therein or necessary to make the statements therein, correct any statement in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty earlier communication with respect to Underwriter Informationthe solicitation of any proxy for BancSecurity shareholders' meeting; provided, however, that none of the provisions of this subparagraph shall apply to statements in or omissions from the Registration Statement or the Proxy Statement made in reliance upon and in conformity with information furnished by Buyer for use in the Registration Statement or the Proxy Statement.

Registration Statement. The Registration Statement is an “automatic shelf A registration statement” statement on Form S-3 (as defined under Rule 405 under File No. 333- 179943) relating to the Securities Act) that Securities, including a form of prospectus, has been filed with the SEC Commission under the Securities Act and such registration statement, and any post-effective amendment thereto, automatically became effective on filing under the Securities Act and is not earlier than three years prior proposed to be amended in connection with the date issuance and sale of the Pricing Securities pursuant to this Agreement; no . No notice of objection of the SEC Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; Company and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantors or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the CompanyCompany or the Guarantors, is contemplated or threatened by the SECCommission; the Registration Statement as of the Effective Date complied, and any request on the part amendment thereto as of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable date it becomes effective datewill comply, the Registration Statement conformed in all material respects to the requirements of with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and the Registration Statement as of the Effective Date did not include and any amendment thereto as of the date it becomes effective will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At ; and the Applicable TimeProspectus as of its date did not and any amendment or supplement thereto and as of the Closing Date, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 were made, not misleading. Notwithstanding the foregoing, ; provided that neither the Company does not make nor any Guarantor makes any representation or and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter Informationfurnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.