Common use of Registration Statement Clause in Contracts

Registration Statement. (a) United agrees to prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United 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. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTC, promptly after United 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 United 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. (a) United agrees to The Controlling Partnership shall as promptly as practicable following the delivery of an Election Notice in accordance with Section 1.1 prepare a registration statement on Form S-4 such form as the Controlling Partnership in consultation with its legal counsel shall determine to be appropriate under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, if applicable, the United States Securities Act of 1933, as amended (the “Securities Act”) for the Controlling Partnership Units to be issued to, and distributed by, KPE pursuant to this Agreement (such registration statement(s), as amended or supplemented from time to time and together with any prospectus included therein, the “Registration Statement”) to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, shall as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to promptly as practicable thereafter file the Registration Statement (including with the Proxy SEC. Each of the Controlling Partnership and KPE shall use its reasonable best efforts to have the Registration Statement in preliminary form) with declared effective by the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable efforts to cause keep the Registration Statement effective as long as is necessary to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out consummate the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to As promptly as practicable following the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with date on which the Registration StatementStatement is declared effective by the SEC, Proxy Statement KPE shall mail, or otherwise disseminate in a manner that complies with any other statementapplicable law, filingrule, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger regulation and the other transactions contemplated by this KPE Limited Partnership Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior (or prospectus contained therein) to the holders of the KPE Common Units. Notwithstanding the foregoing, nothing contained in this Agreement, including Section 4.3 and Section 4.5, shall be deemed to require the Controlling Partnership or any of its being filed with affiliates to take any action that would require the SECControlling Partnership or any of its affiliates to become subject to regulation under the Investment Company Act. (b) Each The directors of CBTC and United agreesthe KPE GP who are not affiliated with the Controlling Partnership (the “Independent Directors”) shall furnish, as or cause to itself be furnished, to the Controlling Partnership all information concerning the Independent Directors, if any, required to be included in the Registration Statement. The Controlling Partnership shall provide KPE and its Subsidiaries legal counsel with a reasonable opportunity to review and affiliates, as applicable, 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 comment on the Registration Statement and any amendments or supplements thereto prior to the filing thereof with the SEC. The Controlling Partnership shall, as promptly as practicable after receipt thereof, (i) provide KPE and its legal counsel with copies of any written comments and advise KPE and its legal counsel of any oral comments with respect to the Registration Statement received from the SEC and (ii) notify KPE and its legal counsel of any requests by the SEC for any supplement thereto or for additional information. As promptly as practicable after receipt of any written correspondence from the SEC and reasonably in advance of transmitting any written correspondence to the SEC, in each case relating to the Registration Statement, the Controlling Partnership shall provide KPE and its legal counsel with (i) copies of any such correspondence and (ii) a reasonable opportunity to review and comment on any such correspondence. (c) The Controlling Partnership and KPE shall cooperate and consult with each other in connection with the filing with, and the review by, the SEC of the Registration Statement. The Controlling Partnership shall (i) consider in good faith any comments and suggestions on the disclosure to be included in the Registration Statement made by KPE and/or its legal counsel and (ii) incorporate such comments into the Registration Statement if failure to do so would reasonably be expected, in the good faith judgment of the Controlling Partnership after taking into account the advice of its outside legal counsel, to result in a violation of, or give rise to liability under any applicable securities laws. For purposes of clauses (i) and (ii) above, where the Controlling Partnership would otherwise elect not to incorporate any comment or suggestion made by KPE or its legal counsel, KPE and its legal counsel shall be provided with the reasonable opportunity to discuss any such comments directly with the Controlling Partnership, the Controlling Partnership’s auditors and outside legal counsel for the Controlling Partnership. (d) Notwithstanding the provisions of Section 4.2(c), neither the Registration Statement (or any amendment or supplement thereto) nor any written correspondence relating to the Registration Statement (including any responses to any comments from the SEC) shall include any statements regarding the Independent Directors without KPE’s prior written consent to include such statements, if any, which consent shall not be unreasonably withheld or delayed. (e) The Controlling Partnership covenants and agrees that (i) as of each of the date on which the Registration Statement becomes effective under and as of the Securities ActClosing Date, the Registration Statement 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; provided that the foregoing covenant shall not apply to any information concerning the Independent Directors furnished in writing by or on behalf of the Independent Directors specifically for use in the Registration Statement, it being understood that such information shall be identified as such by KPE prior to the effectiveness of the Registration Statement (the “Specified Information”) and (ii) as of the Proxy date on which the Registration Statement becomes effective, the Registration Statement will comply as to form in all material respects with the applicable provisions of the Securities Act, Exchange Act and the applicable rules and regulations of the SEC thereunder. (f) If at any time prior to the Closing any information should be discovered by either the Controlling Partnership or KPE that should be set forth in an amendment or supplement thereto will, at to the date of mailing to shareholders and at Registration Statement so that the time of the CBTC Meeting, as the case may be, contain Registration Statement would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false not misleading, the party that discovers such information shall promptly notify the other party, and to the extent required by law, rules or misleading with respect to any material factregulations, 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 an appropriate amendment or supplement thereto. Each of CBTC and United further agrees that if it describing such information shall become aware prior to be promptly filed with the date of the CBTC Meeting 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 StatementSEC. (c) United agrees to advise CBTC, promptly after United 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 United 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. (a) United Sky 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 United Sky with the SEC in connection with the issuance of United Sky Common Stock Shares in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC Metropolitan constituting a part thereof (the “"Proxy Statement”") and all related documents). CBTC and United agree Metropolitan agrees to cooperate, and to cause their respective Subsidiaries, as applicable, its Subsidiaries to cooperate, with the other and Sky, its counsel and its accountants accountants, in the preparation of the Registration Statement and the Proxy Statement. United ; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (including together, the "Proxy Statement in preliminary formStatement/Prospectus") with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC Metropolitan and United Sky agrees to use all reasonable efforts to cause the Registration Statement Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC Metropolitan agrees to furnish to the other party Sky all information concerning itselfMetropolitan, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC Metropolitan and United Sky agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the CBTC Metropolitan Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which that 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 CBTC Metropolitan and United Sky further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United Sky agrees to advise CBTCMetropolitan, promptly after United Sky 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 United Common Stock Sky 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.

Registration Statement. (a) United agrees On or prior to the Filing Date, the Company shall prepare and file with the SEC a registration statement Registration Statement or, if a Registration Statement is then effective, a supplement to the Prospectus, in either case covering the resale of all Registrable Securities for an offering to be made on Form S-4 a continuous basis pursuant to Rule 415 (or any successor provision). (i) In addition to other methods of distribution, including methods of distribution permitted in the Plan of Distribution of the prospectus dated February 13, 2015, at any time that a Registration Statement is effective, if the Investor delivers a notice (“Registration StatementTakedown Notice”) to be filed by United with the SEC Company stating that it intends to sell all or part of its Registrable Securities included on the Registration Statement, including in connection with an underwritten block sale (a “Shelf Offering”), then the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective SubsidiariesCompany shall, as applicablepromptly as practicable, amend or file such prospectus supplements to cooperatethe Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to such Shelf Offering. (ii) The Investor may deliver three (3) such Takedown Notices. (iii) In any Shelf Offering that is an underwritten offering, (a) the Investor shall select a nationally-recognized investment banking firm to act as a underwriter with respect to the offering of such Registrable Securities, with the other and its counsel and its accountants in the preparation consent of the Registration Statement Company as to the selection of such underwriter, not to be unreasonably withheld and (b) the Company shall enter into an underwriting agreement that is reasonably acceptable to the Company and the Proxy Statement. United agrees to file the Registration Statement Investor, with such agreement containing representations, warranties, indemnities and agreements customarily included (including the Proxy Statement in preliminary form) but not inconsistent with the SEC as promptly as reasonably practicable covenants and agreements of the Company contained herein) by an issuer of securities similar to the Registrable Securities in any event within 75 days from underwriting agreements with respect to offerings of securities similar to the date of this Agreement. Each of CBTC and United agrees to Registrable Securities for the account of, or on behalf of, such issuers. (b) The Company shall use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtainpossible, but in any event on or prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form ofEffectiveness Date, and any characterization of such information included in, shall use its reasonable best efforts to keep the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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 continuously effective under the Securities Act, contain any untrue statement Act (including re-filing such Registration Statement upon its expiration and filing a “shelf” registration on Form S-1 within 45 days following the Company’s ineligibility to use Form S-3) until the earlier of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing that all Registrable Securities covered by such Registration Statement have been sold pursuant to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 Registration Statement or any amendment or supplement thereto. Each of CBTC and United further agrees that if it shall become aware prior to under Rule 144 (the date of the CBTC Meeting 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“Effectiveness Period”). (c) United agrees Notwithstanding anything in this Agreement to advise CBTCthe contrary the Company may, promptly by written notice to each Investor, suspend sales under a Registration Statement after United receives notice thereofthe Effective Date thereof and/or require that each Investor immediately cease the sale of Registrable Securities pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Company is engaged in a material merger, acquisition or sale and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, (a) it would be materially detrimental to the Company (other than as relating solely to the price of the time when the Common Stock) to maintain a Registration Statement has become effective at such time or any supplement or amendment has been filed, (b) it is in the best interests of the issuance Company to suspend sales under such Registration Statement at such time. Upon receipt of such notice, each Investor shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Investor is advised in writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in the good faith determination of the Board of Directors) the failure to require such suspension would be materially detrimental to the Company. The Company’s rights under this Section 2.01(c) may be exercised in any twelve-month (12) period for a period of no more than an aggregate of sixty (60) days and not more than two (2) times. Immediately after the end of any stop order or suspension period under this Section 2.01(c), the suspension Company shall use reasonable best efforts to take all necessary actions (including filing any required supplemental Prospectus) to restore the effectiveness of the qualification of United 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 applicable Registration Statement or for additional informationand the ability of each Investor to publicly resell its Registrable Securities pursuant to such effective Registration Statement.

Registration Statement. (a) United agrees to prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United with the SEC in In connection with the issuance any registration of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable efforts to cause the Registration Statement to be declared effective Registrable Shares under the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees pursuant to use all reasonable efforts to obtainthis Agreement, prior to the effective date Company will furnish each Selling Holder and each underwriter, if any, with a copy of the Registration Statementregistration statement and all amendments thereto and will supply each such Selling Holder with copies of any prospectus included therein (including a preliminary prospectus and all amendments and supplements thereto), in each case including all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itselfexhibits, its Subsidiaries, officers, directors and shareholders and in such other matters quantities as may be reasonably necessary for the purposes of the proposed sale or advisable distribution covered by such registration (the Company hereby consenting to the use in accordance with all applicable federal securities laws of each such registration statement (or as may be reasonably requested amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such Selling Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Shares covered by such registration statement or prospectus). The Company shall not, however, be required to maintain the registration statement relating to a Demand Registration Statementand to supply copies of a prospectus for a period beyond the Demand Period and, Proxy Statement at the end of such Demand Period, the Company may deregister any Registrable Shares covered by such registration statement and not then sold or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in distributed. In connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization such registration of such information included inRegistrable Shares, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement Company will, at the time request of the Registration Statement managing underwriter with respect thereto (or, if not an underwritten offering, at the request of Selling Holders holding a majority of the Registrable Shares to be included in the registration) use its Commercially Reasonable Efforts to register or qualify such Registrable Shares for sale under the securities laws of such states as is reasonably requested to permit the distribution of such Registrable Shares and, to use its reasonable efforts to keep each such registration or qualification effective during the period such registration statement is required to be kept effective and to do such other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the securities covered by the applicable registration statement in accordance with applicable “blue sky” securities laws of such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or becomes subject to taxation in any jurisdiction. In connection with any offering of Registrable Shares registered pursuant to this Agreement, the Company shall (i) furnish each amendment or supplement theretoSelling Holder, at the Company’s expense, certificates representing ownership of the Registrable Shares which are sold pursuant to the registration statement, in such denominations and registered in such names as the managing underwriter, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingsuch Selling Holder shall reasonably request, and (ii) instruct the Proxy Statement transfer agent and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time registrar of the CBTC Meeting, as the case may be, contain Common Stock to release 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading stop transfer orders with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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 StatementRegistrable Shares so sold. (c) United agrees to advise CBTC, promptly after United 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 United 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. (a) United Each of FBS and USBC agrees to prepare cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") to be filed by United FBS with the SEC in connection with the issuance of United Common FBS Stock in the Merger (including the joint proxy statement and prospectus of United and other proxy solicitation materials of CBTC FBS and USBC constituting a part thereof (the “"Joint Proxy Statement”") and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with Provided the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United party has cooperated as required above, each party agrees to file the Registration Statement (including the Joint Proxy Statement in preliminary form) form with the SEC as promptly as reasonably practicable, and FBS agrees to file the Registration Statement with the SEC as soon as reasonably practicable and in after any event within 75 days from SEC comments with respect to the date of this Agreementpreliminary Joint Proxy Statement are resolved. Each of CBTC USBC and United FBS 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. United FBS also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC USBC agrees to furnish to the other party FBS all information concerning itselfUSBC, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or stockholders as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC USBC and United FBS agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time times of the CBTC FBS Meeting and the USBC Meeting, as the case may be, 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 or any statement thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 Joint Proxy Statement or any amendment or supplement thereto. Each of CBTC USBC and United FBS further agrees that if it shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it that would cause any of the statements in the Joint 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 Joint Proxy Statement. (c) United agrees to In the case of FBS, FBS will advise CBTCUSBC, promptly after United FBS 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 United Common the FBS 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. (a) United agrees Buyer and the Company agree to prepare cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by United Buyer with the SEC in connection with the issuance of United the Buyer Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). CBTC Each of Buyer and United the Company agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and use its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under by the Securities Act SEC as promptly as reasonably practicable after the filing thereof. United Buyer also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all obtain any necessary state securities law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of United Buyer and CBTC agrees the Company agrees, upon request, to furnish to the other party with all information concerning itself, its Subsidiaries, officersdirectors, directors officers and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement Statement/Prospectus or any other statement, filing, notice or application made by or on behalf of United, CBTC such other party or their respective Subsidiaries, as applicable, any of its Subsidiaries to any Governmental Authority in connection with the Merger transactions contemplated hereby. Each of Buyer and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United Company agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will 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 therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willthereto, at the date of mailing to shareholders and at the time of the CBTC Company Meeting, as the case may be, will 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 or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC Buyer and United the Company further agrees that if it shall become aware prior to the date of the CBTC Meeting Effective Time of any information furnished by it that would cause any of the statements in the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) United agrees to Buyer will advise CBTCthe Company, promptly after United Buyer 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 United Buyer 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. (a) United agrees to As soon as reasonably practicable (and in any event, within 60 days) after the date of this Agreement the Parties will prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United and file with the SEC in connection the Proxy Statement/Prospectus and Company will prepare and file with the issuance SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of United the Exchange Act and the Securities Act (and the rules and regulations thereunder) applicable thereto. Each of Company and Target shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as practicable after the filing thereof. Company shall use reasonable best efforts to register or exempt from registration the Company Common Stock in to be issued to holders of Target Common Stock as Merger Consideration under the Merger (including the prospectus state securities or “blue sky” Laws of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperateapplicable jurisdictions, and to cause their respective Subsidiarieskeep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, as applicableprovided that Company shall afford Target and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, to cooperatethe extent permitted by applicable Law, with shall deliver to the other Party copies of all material filings, correspondence, orders, and its counsel documents with, to, or from Governmental Entities, and its accountants shall promptly relay to the other Party the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Registration Statement or any documents or materials related thereto. (b) The Parties shall cooperate in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement to the shareholders of Target for approval as soon as reasonably practicable. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC Each Party will as promptly as reasonably practicable and provide to the other Party any information of or relating to such Party or its Subsidiaries as the other Party reasonably requests for inclusion in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under or the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Proxy Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement/Prospectus. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, Party covenants 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 or any amendment or supplement thereto, if any, thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement and Statement/Prospectus or any amendment or supplement thereto will, at on the date the same is first mailed to the shareholders of mailing to shareholders and Target or at the time of the CBTC Target Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or any statement thatmade therein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material factnot misleading, or which will omit to state (iii) any material fact necessary other document filed with any Governmental Entity in order to make connection with 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting of any information furnished transactions contemplated by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material factthis Agreement will, 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) United agrees to advise CBTC, promptly after United receives notice thereof, of at the time when the Registration Statement has become effective or any supplement or amendment has been such document is filed, fail to comply as to form, in all material respects, with the provisions of the issuance of any stop order or the suspension of the qualification of United 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 informationapplicable Law.

Registration Statement. (a) United Each of the Partners Entities and the Company agrees to prepare cooperate in the preparation of a registration statement on Form S-4 F-4 (the “Registration Statement”) to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC Partners and the Company constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree ) to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, be filed by Partners with the other and its counsel and its accountants SEC in connection with the issuance of New Partners Common Units in the preparation of Merger as contemplated by this Agreement. Provided the Registration Statement and the Proxy Statement. United Company has cooperated as required above, Partners agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC the Company and United the Partners Entities agrees to use all commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereofthereof and, in the case of the Registration Statement, to maintain such effectiveness for as long as necessary to consummate the transactions contemplated under this Agreement. United also agrees to use all reasonable efforts to obtain, prior Prior to the effective date of the Registration Statement, the Partners Entities also agree to use commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, including the issuance of the New Partners Common Units. Each of United the Partners Entities and CBTC the Company agrees to furnish to the other party all information concerning itself, the Partners Entities and their respective Subsidiaries or the Company and its Subsidiaries, as applicable, and the officers, directors and shareholders equity holders of the Partners Entities and the Company and any applicable Affiliates, as applicable, and to take such other matters as may be reasonably necessary or advisable or action as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC the Company and United the Partners Entities agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that (i) 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, 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 made, not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto willwill not, at the date of mailing to shareholders equityholders and at the time times of the CBTC Meeting, as the case may be, 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 or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC the Company and United the Partners Entities further agrees that if it shall become aware prior to the date of the CBTC Meeting Closing Date of any information furnished by it that would cause any of the statements in the Proxy Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party thereof and to take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement. (c) United agrees to Partners will advise CBTCthe Company, promptly after United Partners 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 United the New Partners Common Stock Units 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) The Company will use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to its Stockholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) United Parent agrees to prepare a registration statement on Form S-4 or other applicable form (the “"Registration Statement”") to be filed by United Parent with the SEC in connection with the issuance of United Parent Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “"Proxy Statement”") and all related documents). CBTC The Company shall prepare and United agree furnish such information relating to cooperateit and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and to cause their respective Subsidiariesthe Company, as applicable, to cooperate, with the other and its legal, financial and accounting advisors, shall have the right to review and comment on such Registration Statement prior to its filing. The Company agrees to cooperate with Parent and Parent's counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United Provided that the Company has cooperated as described above, Parent agrees to file file, or cause to be filed, the Registration Statement (including and the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC the Company and United Parent agrees to use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, the Company shall promptly mail at its expense the Proxy Statement to its being filed with the SECshareholders. (b) Each of CBTC the Company and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to shareholders and at the time of the CBTC Company Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC the Company and United Parent further agrees that if it such party shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) United Parent agrees to advise CBTCthe Company, promptly after United Parent 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 United Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent 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.

Registration Statement. (a) United Each of Energy Partners and Hydrocarbon agrees to prepare cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") (including the joint proxy statement and prospectus and other proxy solicitation materials of Energy Partners and Hydrocarbon constituting a part thereof (the "Joint Proxy Statement") and all related documents) to be filed by United Energy Partners with the SEC in connection with the issuance of United Common Stock Units in the Merger (including the prospectus as contemplated by this Agreement. Each of United Energy Partners and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with Hydrocarbon agrees that the other and its counsel and its accountants party shall have the right to consent to the disclosure to be contained in the preparation of the Registration Statement and the Joint Proxy Statement. United Provided Hydrocarbon has cooperated as required above, Energy Partners agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC Hydrocarbon and United Energy Partners agrees to use all commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United Energy Partners also agrees to use all commercially reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC Hydrocarbon agrees to furnish to the other party Energy Partners all information concerning itselfHydrocarbon, its Subsidiaries (other than Energy Partners and its Subsidiaries), officers, directors and shareholders stockholders and to take such other matters as may be reasonably necessary or advisable or action as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC Hydrocarbon and United Energy Partners agrees, as to itself and its Subsidiaries Subsidiaries, other than, in the case of Hydrocarbon, Energy Partners and affiliates, as applicableits Subsidiaries, that (i) 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, 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 made, not misleading, and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time times of the CBTC Energy Partners Meeting and Hydrocarbon Meeting, as the case may be, 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 or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC Hydrocarbon and United Energy Partners further agrees that if it shall become aware prior to the date of the CBTC Meeting Closing Date of any information furnished by it that would cause any of the statements in the Proxy Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party thereof and to take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement. (c) United agrees to Energy Partners will advise CBTCHydrocarbon, promptly after United Energy Partners 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 United the Common Stock Units 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) Each of Energy Partners and Hydrocarbon will use its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to its unitholders and stockholders, respectively, as soon as practicable after the effective date of the Registration Statement.

Registration Statement. As promptly as practicable after the date hereof, (a1) United agrees the SPAC shall prepare, with the assistance, cooperation and commercially reasonable efforts of the Company Group, and cause to prepare be furnished to the SEC a proxy statement of the SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC stockholders for the matters to be acted upon at the SPAC Special Meeting and providing the public stockholders of the SPAC an opportunity in accordance with the SPAC’s Organizational Documents and the IPO Prospectus to have their shares of the SPAC Common Stock redeemed in conjunction with the stockholders vote on the SPAC Stockholder Approval Matters (as defined below); and (2) subject to Section 7.5(a)(1), the Company Group shall prepare, with the assistance, cooperation and commercially reasonable efforts of the SPAC, and cause to be filed with the SEC, a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and the Proxy Statement prepared by the SPAC, the “Registration Statement”) to be filed by United with the SEC in connection with the issuance registration under the Securities Act of United the PubCo Ordinary Shares pursuant to this Agreement. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC stockholders to vote, at a special meeting of the SPAC stockholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of the Transaction Documents and the transactions contemplated hereby or thereby, including the Initial Merger and SPAC Merger, by the holders of shares of SPAC Common Stock in accordance with the SPAC’s Organizational Documents, the DGCL, Cayman Companies Act, and the rules and regulations of the SEC and Nasdaq, (ii) adoption and approval of PubCo Incentive Plan by the SPAC, (iii) the issuance of PubCo Ordinary Shares to be issued in connection with the Mergers, (iv) such other matters as the Company Group and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Initial Merger, the SPAC Merger and the other transactions contemplated by this Agreement (including the prospectus approvals described in foregoing clauses (i) through (iv), collectively, the “SPAC Stockholder Approval Matters”), and (v) the adjournment of United the SPAC Special Meeting, if necessary or desirable in the reasonable determination of the SPAC. If on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Stockholder Approval, whether or not a quorum is present, the SPAC may make one or more successive postponements or adjournments of the SPAC Special Meeting; provided that, without the consent of the Company, in no event shall the SPAC adjourn the SPAC Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Outside Closing Date. In connection with the Registration Statement, the SPAC and the Company Group will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation materials and registration statement rules set forth in SPAC’s Organizational Documents, DGCL, Cayman Companies Act and the rules and regulations of CBTC constituting a part thereof the SEC and Nasdaq. The SPAC shall cooperate and provide the Company Group (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel counsel) with a reasonable opportunity to review and its accountants in the preparation of comment on the Registration Statement and any amendment or supplement thereto prior to filing the Proxy Statementsame with the SEC. United agrees to file The Company Group shall provide the SPAC with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and Statement, or in any event within 75 days from amendments or supplements thereto, which information provided by the date Company Group shall be true and correct and not contain any untrue statement of this Agreementa material fact or omit to state a material fact necessary in order to make the statements made not materially misleading (subject to the qualifications and limitations set forth in the materials provided by the Company Group). Each If required by applicable SEC rules or regulations, such financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. The SPAC shall provide such information concerning the SPAC and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the SPAC shall be true and correct and not contain any untrue statement of CBTC and United agrees a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. The SPAC will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing thereof. United also agrees and to use all reasonable efforts to obtain, prior to the effective date of keep the Registration Statement, all Statement effective as long as is necessary state securities law or “Blue Sky” permits to consummate the Mergers and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEChereby. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTC, promptly after United 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 United 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. (a) United The Acquiror agrees to prepare a registration statement on Form S-4 (the “"Registration Statement”) "), to be filed by United the Acquiror with the SEC in connection with the issuance of United Acquiror Common Stock (and related Acquiror Rights) in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “"Proxy Statement”") and all related documents). CBTC and United agree The Company agrees to cooperate, and to cause their respective Subsidiaries, as applicable, its Subsidiaries to cooperate, with the other and Acquiror, its counsel and its accountants accountants, in the preparation of the Registration Statement and the Proxy Statement. United ; and, provided that the Company and its Subsidiaries have cooperated as required above, the Acquiror agrees to file the Registration Statement (including the Proxy Statement in preliminary form) form with the SEC as promptly as reasonably practicable, and to file the Registration Statement with the SEC as soon as reasonably practicable and in after any event within 75 days from SEC comments with respect to the date of this Agreementpreliminary Proxy Statement are resolved. Each of CBTC the Company and United the Acquiror agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United The Acquiror also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC The Company agrees to furnish to the other party Acquiror all information concerning itselfthe Company, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or stockholders as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC the Company and United the Acquiror agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time of the CBTC Company Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make which, at the statements therein not misleading or any statement that, time and in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC the Company and United the Acquiror further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United The Acquiror agrees to advise CBTCthe Company, promptly after United the Acquiror 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 United Common the Acquiror 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. (a) United agrees to Each of Devon and Santa Xx Xxxxxx shall cooperate and promptly prepare and Devon shall file with the SEC as soon as practicable a registration statement Registration Statement on Form S-4 under the Securities Act (the “"Registration Statement”) "), with respect to be filed by United the Devon Common Stock issuable in the Merger. A portion of the Registration Statement shall also serve as the joint proxy statement with respect to the SEC meetings of the stockholders of Devon and of Santa Xx Xxxxxx in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “"Proxy Statement”) and all related documents/Prospectus"). CBTC The respective parties will cause the Proxy Statement/Prospectus and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Proxy Statementrules and regulations thereunder. United agrees Devon shall use its reasonable commercial efforts, and Santa Xx Xxxxxx will cooperate with Devon, to file have the Registration Statement (including the Proxy Statement in preliminary form) with declared effective by the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC and United agrees to Devon shall use all its reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable commercial efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “"Blue Sky” " permits and or approvals required to carry out the transactions contemplated by this Agreement. Each of United Agreement and CBTC agrees to furnish to the other party will pay all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 expenses incident thereto. Each of CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to Devon will advise CBTCSanta Xx Xxxxxx, promptly after United it 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 order, the suspension of the qualification of United the Devon Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for amendment of the amendment Proxy Statement/Prospectus or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) Each of Devon and Santa Xx Xxxxxx will use its reasonable commercial efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as promptly as practicable after the date hereof. (c) Each of Devon and Santa Xx Xxxxxx agrees that the information provided by it 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 stockholders of Devon and of Santa Xx Xxxxxx, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment 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.

Registration Statement. (a) United agrees to prepare PSC has filed a registration statement on Form S-4 (the “"Registration Statement”") to be filed by United with the SEC in connection with the issuance of United shares of PSC Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, transactions such as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of those contemplated by this Agreement. Each of CBTC and United agrees The PSC Shares will be registered pursuant to the Registration Statement. PSC will use all reasonable efforts to cause the Registration Statement to be declared remain effective under the Securities Act of 1933, as amended (the "Securities Act") to the extent necessary to permit resale of the PSC Shares. In the event that any Stockholder is unable to resell any PSC Shares under the Registration Statement or, is unable to resell all of the PSC Shares without limitation on volume under the provisions of Rule 145 of the Securities Act, (without considering any other shares of PSC Common Stock that any Stockholder may acquire other than under this Agreement), then PSC, at its cost and expense, will promptly upon request by a Stockholder cause such PSC Shares to be registered under the Securities Act, and will maintain such registration until such time as reasonably practicable after filing thereofsuch Stockholder is able to resell such PSC Shares without limitation on volume under the Securities Act. United PSC also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out issue the transactions contemplated by this AgreementPSC Shares. Each of United and CBTC agrees to The Stockholders will furnish to the other party PSC all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters the Stockholders as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, that none of PSC will advise 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTCStockholders, promptly after United PSC receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment to the Registration Statement has been filed, of the issuance of any stop order or the suspension of the qualification of United Common Stock the PSC Shares for offering or sale in any jurisdiction, of the initiation or threat known to PSC 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. (c) At or prior to the issuance of any PSC Shares, PSC will cause such PSC Shares to be listed on the Exchange.

Registration Statement. (a) United agrees Acquired Corporation shall furnish all information to prepare a registration statement on Form S-4 (the “Registration Statement”) Buyer with respect to be filed by United with the SEC any Acquired Corporation Company including financial statements of Acquired Corporation as Buyer may reasonably request for inclusion in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United 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. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits the Buyer Proxy Statement and approvals required the Buyer’s application for listing on NASDAQ of Buyer’s Common Stock to carry out the transactions contemplated be registered by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf and such information and financial statements shall satisfy the requirements of United, CBTC or their respective SubsidiariesSEC Form S-4 and SEC Regulation S-X under the 1933 Act, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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 At the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under and at the Securities Acttime of the Stockholders Meetings, the Registration Statement, including the Buyer Proxy Statement which shall constitute part thereof, will not contain 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 therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section shall only apply to statements in or omissions from the Buyer Proxy Statement relating to descriptions of the business of Acquired Corporation, its Assets, properties, operations, and capital stock or to information furnished in writing by Acquired Corporation or its representatives expressly for inclusion in the Buyer Proxy Statement. (iic) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at At the time of the CBTC MeetingStockholders’ Meetings, as the case may be, Acquired Corporation Proxy Statement will not contain 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 not misleading or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or misleading omissions from the Acquired Corporation Proxy Statement made in reliance upon and in conformity with respect information furnished in writing to Acquired Corporation by Buyer or any 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 of its representatives expressly for use in the Acquired Corporation Proxy Statement or any amendment or supplement thereto. Each of CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting of any information furnished by it that would cause any of the statements included in the Acquired Corporation Proxy Statement to be false or misleading with respect to any material factregarding the business of Buyer, or to omit to state any material fact necessary to make the statements therein not false or misleadingits operations, to promptly inform the other party thereof Assets and to take the necessary steps to correct the Proxy Statementcapital. (c) United agrees to advise CBTC, promptly after United 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 United 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. (a) United agrees to Each of DVN and PZE shall cooperate and promptly prepare and Newco shall file with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act and a registration statement on Form S-4 10 under the Exchange Act (or such other appropriate form) (the “Form S-4 and such appropriate form under the Exchange Act are collectively referred to as the "Registration Statement”) Statements"), with respect to be filed by United the Newco Common Stock issuable in the Merger. A portion of the Form S-4 shall also serve as the joint proxy statement with respect to the SEC meetings of the stockholders of DVN and of PZE in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “"Proxy Statement”) and all related documents/Prospectus"). CBTC and United agree to cooperate, and to The respective parties will cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file /Prospectus and the Registration Statement (including Statements to comply as to form in all material respects with the Proxy Statement in preliminary form) applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of DVN and Newco shall use its reasonable best efforts, and PZE will cooperate with DVN and Newco, to have the Registration Statements declared effective by the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC DVN and United agrees to Newco shall use all its reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration StatementForm S-4, all necessary state securities law or “"Blue Sky” " permits and or approvals required to carry out the transactions contemplated by this AgreementAgreement and will pay all expenses incident thereto. Each DVN will advise PZE, promptly after it receives notice thereof, of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary time when either or advisable or as may be reasonably requested in connection with both of the Registration Statement, Proxy Statement Statements have become effective or any other statementsupplement or amendment has been filed, filingthe issuance of any stop order, notice or application made by or on behalf the suspension of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority the qualification of the Newco Common Stock issuable in connection with the Merger and for offering or sale in any jurisdiction, or any request by the other transactions contemplated by this Agreement. CBTC shall have SEC for amendment of the right to review and consult with United and approve the form of, and any characterization of such information included in, Proxy Statement/Prospectus or the Registration Statement prior to its being filed with Statements or comments thereon and responses thereto or requests by the SECSEC for additional information. (b) Each of CBTC DVN and United agrees, PZE will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as to itself promptly as practicable after the date hereof. (c) Each of DVN and its Subsidiaries and affiliates, as applicable, PZE agrees that none of the information supplied or to be supplied provided by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement Proxy Statement/Prospectus and each amendment or supplement thereto, if anyat the time of mailing thereof and at the time of the respective meetings of stockholders of DVN and of PZE, or, in the case of information provided by it for inclusion in the Registration Statements or any amendment or supplement thereto, at the time it is filed or becomes effective under the Securities Acteffective, contain any (i) will not include 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, and (ii) will comply as to form in all material respects with the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time provisions of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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 StatementExchange Act. (c) United agrees to advise CBTC, promptly after United 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 United 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. (a) United agrees Buyer and the Company agree to prepare cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by United Buyer with the SEC in connection with the issuance of United the Buyer Common Stock in the Merger (including the joint proxy statement and prospectus of United and other proxy solicitation materials of CBTC Buyer and the Company relating to the Company Meeting and the Buyer Meeting, as applicable, and constituting a part thereof (the “Joint Proxy Statement/Prospectus”) and all related documents). CBTC Each of Buyer and United the Company agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and use its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under by the Securities Act SEC as promptly as reasonably practicable after the filing thereof. United also The Company agrees to use all reasonable efforts to obtaincooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, prior consents and letters from the Financial Advisor and the Company’s independent registered public accounting firm in connection with the Registration Statement and the Joint Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, (i) the Company, at its expense, shall promptly mail the Joint Proxy Statement/Prospectus to the effective date of Company’s shareholders and (ii) Buyer, at its expense, shall promptly mail the Registration Joint Proxy Statement, all necessary state securities law or “Blue Sky” permits and approvals required /Prospectus to carry out the transactions contemplated by this Agreement. Buyer’s shareholders. (b) Each of United Buyer and CBTC agrees the Company agrees, upon request, to furnish to the other party with all information concerning itself, its Subsidiaries, officersdirectors, directors officers and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Joint Proxy Statement Statement/Prospectus or any other statement, filing, notice or application made by or on behalf of United, CBTC such other party or their respective Subsidiaries, as applicable, any of its Subsidiaries to any Governmental Authority in connection with the Merger transactions contemplated hereby. Each of Buyer and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United Company agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will 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 therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Joint Proxy Statement Statement/Prospectus and any amendment or supplement thereto willthereto, at the date of mailing by or on behalf of the Company or Buyer, as applicable, to shareholders and at the time of the CBTC Company Meeting or the Buyer Meeting, as the case may beapplicable, will 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 or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC Buyer and United the Company further agrees that if it shall become aware aware, prior to the date of Company Meeting or the CBTC Meeting Buyer Meeting, of any information furnished by it that would cause any of the statements in the Joint Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Joint Proxy Statement/Prospectus. (c) United agrees to Buyer will advise CBTCthe Company, promptly after United Buyer 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 United Buyer 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. (a) United Parent agrees to prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by United Parent with the SEC in connection with the issuance of United Parent Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC The Company shall prepare and United agree furnish such information relating to cooperateit and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and to cause their respective Subsidiariesthe Company, as applicable, to cooperate, with the other and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. The Company agrees to cooperate with Parent and Parent’s counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United Provided that the Company has cooperated as described above, Parent agrees to file file, or cause to be filed, the Registration Statement (including and the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC the Company and United Parent agrees to use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, the Company shall promptly mail at its expense the Proxy Statement to its being filed with the SECstockholders. (b) Each of CBTC the Company and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to shareholders stockholders and at the time of the CBTC Company Meeting, as the case may be, 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 or any statement that, at the time and in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC the Company and United Parent further agrees that if it such party shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) United Parent agrees to advise CBTCthe Company, promptly after United Parent 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 United Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent 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.

Registration Statement. (a) United Parent agrees to prepare and file a registration statement on Form S-4 or other applicable form (as may be amended, the “Registration Statement”) to be filed by United with the SEC in connection with the issuance of United Parent Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). CBTC The Company shall prepare and United agree furnish such information relating to cooperateit and its directors, officers and shareholders as may be reasonably required in connection with the above-referenced documents based on its Knowledge of and access to the information required for said documents, and to cause their respective Subsidiariesthe Company, as applicable, to cooperate, with the other and its legal, financial and accounting advisors, shall have the right to review in advance and reasonably approve such Registration Statement prior to its filing. The Company agrees to reasonably cooperate with Parent and Parent’s counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisors and independent auditor in connection with the Registration Statement and the Proxy Statement/Prospectus. United Provided that the Company has reasonably cooperated in all material respects as described above, Parent agrees to file promptly file, or cause to be filed, the Registration Statement (including and the Proxy Statement in preliminary form) Statement/Prospectus with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this AgreementSEC. Each of CBTC the Company and United Parent agrees to use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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 is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it Company shall become aware prior to the date of the CBTC Meeting 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 mail the Proxy Statement/Prospectus to its shareholders. (cb) United Parent agrees to advise CBTCthe Company, promptly after United Parent 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 United Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent 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.

Registration Statement. (a) United Buyer agrees to prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United Buyer with the SEC in connection with the issuance of United Buyer Common Stock in the Merger (including the prospectus of United Buyer and proxy solicitation materials of CBTC Buyer and Virginia Commerce constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC Virginia Commerce and United Buyer agree to cooperate, and to cause their respective Subsidiaries, as applicable, Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United Buyer agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 90 days from the date of this Agreement. Each of CBTC Virginia Commerce and United Buyer 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. United Buyer also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United Buyer and CBTC Virginia Commerce agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of UnitedBuyer, CBTC Virginia Commerce or their respective Subsidiaries, as applicable, Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC Virginia Commerce shall have the right to review and consult with United Buyer and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC Virginia Commerce and United Buyer agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time of the CBTC Virginia Commerce Meeting, as the case may be, 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 or any statement thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC Virginia Commerce and United Buyer further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United Buyer agrees to advise CBTCVirginia Commerce, promptly after United Buyer 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 United Common Buyer 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. (a) United agrees to prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly As soon as reasonably practicable and in any event within 75 days from following the date of this Agreement, the Parties shall cooperate and jointly prepare, and Irish Holdco and APHC shall file, a preliminary Registration Statement (in which the Proxy Statement shall be included), with the SEC. Each of CBTC and United Party agrees to use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly soon as reasonably practicable after filing thereofthereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. United also Each Party further agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals approvals, as well as make all necessary foreign filings and take all similar and related actions and obtain all necessary foreign permits and approvals, required to carry out the transactions contemplated by this Agreement. Transactions. (b) Each of United and CBTC Party agrees to furnish to the other party Parties all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, the Parties to any Governmental Authority Entity, whether state, federal or foreign (including the NYSE), in connection with the Merger and Transactions, including the other transactions contemplated by this AgreementTransaction Filings (collectively, the “Offer Documents”). CBTC shall have the right to review and consult with United and approve the form ofThe Registration Statement, Proxy Statement and any characterization of such information included in, other Offer Documents shall be in a form mutually and reasonably agreed to by the Parties. Prior to filing the Registration Statement, Proxy Statement prior to its being filed with the SEC. (b) Each of CBTC and United agreesor any other Offer Documents, as to itself and its Subsidiaries and affiliates, as applicable, 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 any amendment thereof or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact whether in preliminary or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meetingfinal form, as the case may be, contain any untrue statement with the SEC, each filing Party will make available to the other Parties a draft of such proposed filing and will provide other Parties with a material fact or omit reasonable opportunity to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement that, in the light comment on such draft. No filing of the circumstances under which such statement is madeRegistration Statement, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to other Offer Documents with the date SEC will be made without the approval of the CBTC Meeting of any information furnished by it that would cause any of the statements in the Proxy Statement other Parties (such approval not to be false unreasonably withheld, conditioned 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 Statementdelayed). (c) United agrees to The filing Party will advise CBTCthe other Parties, promptly after United it 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 United Common Stock securities registered on the Registration Statement for offering or sale in any jurisdiction, of the initiation or written 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. APHC shall cause the Proxy Statement to be delivered to its shareholders of record, as of the record date to be established by the APHC Board, as promptly as practicable following the Registration Statement becoming declared effective under the Securities Act. The Parties will use their reasonable best efforts to cause the Registration Statement, Proxy Statement and other Offer Documents to (i) comply as to form with all applicable SEC requirements and (ii) otherwise comply in all material respects with all applicable Law. (d) The filing Party will notify the other Parties as soon as reasonably practicable of the receipt of any comments from the SEC or its staff or other Governmental Entity with respect to the Registration Statement, the Proxy Statement or other Offer Documents and of any request by the SEC or its staff or other Governmental Entity for amendments or supplements to the Registration Statement, the Proxy Statement or other Offer Documents, and will supply the other Parties with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or its staff or other Governmental Entity, on the other hand, with respect to the Registration Statement, Proxy Statement or other Offer Documents. The filing Party shall permit the other Parties and its outside counsel to participate in all material discussions and meetings with the SEC and its staff and other Governmental Entity relating to the Registration Statement, the Proxy Statement, or the other Offer Documents. The filing Party shall (i) provide each Party and its representatives with an opportunity to consult on any material written response reasonably in advance and include the comments provided by each Party in any such response, (ii) inform each Party as soon as reasonably practicable whenever any material event occurs that requires the filing of an amendment or supplement to the Registration Statement, Proxy Statement or other Offer Documents, and (iii) provide each Party and its representatives with reasonable opportunity to consult on and include the comments provided by each Party to such material amendment or supplement in advance of such filing of an amendment or supplement to the Registration Statement, Proxy Statement or other Offer Documents. Each Party shall promptly inform the other Parties whenever it discovers any event relating to itself or any of its Affiliates, officers or directors that is required to be set forth in an amendment or supplement to the Registration Statement, Proxy Statement or other Offer Documents. (e) In connection with the Registration Statement, Proxy Statement or other Offer Documents, each Party will use reasonable best efforts to (i) cooperate with the filing Party, (ii) respond to questions about itself or its Affiliates required in any filing with or requested by the SEC in a timely fashion, and (iii) promptly provide any information reasonably necessary or advisable or otherwise reasonably requested by the filing Party or its representatives in connection with the Registration Statement, Proxy Statement or other Offer Documents. (f) If, at any time prior to the APHC Shareholder Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the filing Party shall promptly file an amendment or supplement to the Registration Statement containing such information. If, at any time prior to the Closing, a Party discovers any information, event or circumstance relating to it or its Affiliates or any of their businesses, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Party shall promptly inform the filing Party of such information, event or circumstance.

Registration Statement. (a) United agrees to prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC United and Cardinal constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC Cardinal and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 120 days from the date of this Agreement. Each of CBTC Cardinal and United 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. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC Cardinal agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC Cardinal or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC Cardinal shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC Cardinal and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time of the CBTC Cardinal Meeting, as the case may be, 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 or any statement thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC Cardinal and United further agrees that if it shall become aware prior to the date of the CBTC Cardinal Meeting or United Meeting, as the case may be, 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) United agrees to advise CBTCCardinal, promptly after United 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 United 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. (a) United agrees to prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC Centra constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC Centra and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 90 days from the date of this Agreement. Each of CBTC Centra and United 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. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC Centra agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC Centra or their respective Subsidiaries, as applicable, Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC Centra shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC Centra and United agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time of the CBTC Centra Meeting, as the case may be, 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 or any statement thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC Centra and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTCCentra, promptly after United 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 United 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. (a) United agrees 7.2.1 Subject to prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed reasonable discretion of Compass as advised by United the Representatives, Compass shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statement and shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Compass shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of United Compass Common Stock Stock. Compass, the Company and the Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. Without limiting the Merger generality of the foregoing, the Company and the Stockholders shall furnish or cause to be furnished to Compass and the Representatives all of the information concerning the Company, the Company Subsidiaries and the Stockholders required for inclusion in, the Registration Statement and the prospectus included therein (the "Prospectus"); including, without limitation, audited consolidated balance sheets of the Company as of September 30, 1997, and the related audited consolidated statements of income, stockholders' equity and cash flow for the nine (9) months then ended (including all notes thereto), which shall be furnished to Compass and the prospectus of United Underwriters no later than November 1, 1997. The Company and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) Stockholders will cooperate with Compass and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants Representatives in the preparation of the Registration Statement and the Proxy StatementProspectus. United agrees All financial statements provided by the Company for inclusion in the Registration Statement and Prospectus shall (i) be accurate and complete in all material respects, (ii) be consistent with the books and records of the Company and the Company Subsidiaries (which, in turn, shall be accurate and complete in all material respects), and (iii) fairly present the financial condition, assets and liabilities of the Company and Company Subsidiaries as of their respective dates and the results of operations and cash flows for the respective period, in accordance with generally accepted accounting principles applied on a consistent basis. All information provided and to file be provided by Compass and the Company, respectively, for use in the Registration Statement (including including, without limitation, financial statements and schedules and financial and statistical data) shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable date thereof and in light of the circumstances under which given or made. The Company and the Stockholders agree promptly to advise Compass if at any event within 75 days from time during the date period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. Insofar as the information relates solely to the Company, the Company Subsidiaries or the Stockholders, each of this Agreement. Each of CBTC the Company and United agrees to use all reasonable efforts to cause the Stockholders represents and warrants that the Registration Statement to be declared as of its effective under date, and the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiariesfinal prospectus, as applicableof its date, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any will not include 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 statement therein, in light of the circumstances in which they were made, not misleading; provided, and (ii) the Proxy Statement and any amendment or supplement thereto willhowever, at the date of mailing that this representation does not extend to shareholders and at the time of the CBTC Meeting, as the case may be, contain any untrue statement of a material fact if such untrue statement was made in or omit an omission occurred in any preliminary prospectus and (i) the Company or Stockholders provided, in writing, corrected information to state any material fact Compass or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) Compass did not provide the Company and its counsel with the information required to be stated therein provided pursuant to Section 7.2.2, and such information is the basis for the untrue ------------- statement or necessary to make the statements therein not misleading omission (or any alleged untrue statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further omission). 7.2.2 Compass agrees that if it shall become aware prior will provide to the date Company and its counsel copies of the CBTC Meeting 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) United agrees to advise CBTC, promptly after United 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 United 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 drafts of the Registration Statement containing any material changes to the information relating to the Company, the Company Subsidiaries or the Stockholders as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statement (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review such revised information and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for additional informationthe objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the 1933 Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three (3) business days immediately preceding the filing of the initial Registration Statement and any amendment thereto, the Company and its counsel shall be obligated to respond to the proposed changes electronically transmitted to them within two (2) hours from the time of the completion of the transmission of the proposed changes to the Company's counsel, provided that Compass has provided to the Company or Company's counsel reasonably adequate advance notice of the need for the Company and its counsel to respond to such proposed changes.

Registration Statement. (a) United Each of AHGP and ARLP agrees to prepare cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) (including the consent statement and prospectus and other consent solicitation materials of AHGP constituting a part thereof (the “Consent Statement”) and all related documents) to be filed by United ARLP with the SEC in connection with the issuance distribution of United Common Stock Exchange Units in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents)as contemplated by this Agreement. CBTC and United agree to cooperateProvided AHGP has cooperated as required above, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United ARLP agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from after the date of this Agreement. Each of CBTC AHGP and United ARLP agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated hereby, and AHGP shall promptly thereafter mail the Consent Statement, which shall include a form of consent that may be executed by holders of the AHGP Common Units in connection with the consent solicitation. United ARLP also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United ARLP and CBTC AHGP agrees to furnish to the other party all information concerning itself, its the ARLP Parties and their Subsidiaries or the AHGP Parties and their Subsidiaries, as applicable, and the officers, directors and shareholders unitholders of ARLP and AHGP and any applicable Affiliates, as applicable, and to take such other matters as may be reasonably necessary or advisable or action as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC AHGP and United ARLP agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that (i) 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, 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 made, not misleading, and (ii) the Proxy Consent Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC MeetingAHGP’s unitholders, as the case may be, 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 or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC AHGP and United ARLP further agrees that if it shall become aware prior to the date of the CBTC Meeting Closing Date of any information furnished by it that would cause any of the statements in the Proxy Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party thereof and to take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement. (c) United agrees to ARLP will advise CBTCAHGP, promptly after United ARLP 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 United Common Stock the Exchange Units 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) AHGP will use its reasonable best efforts to cause the Consent Statement to be mailed to its unitholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) United agrees to prepare American and Community First shall cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) or other applicable form to be filed by United American with the SEC in connection with the issuance of United American Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC Community First constituting a part thereof (the “Proxy Statement”) and all related documents) (all of such materials together, the “Registration Statement”). CBTC Community First shall cooperate with American and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its American’s counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from Community First’s financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC Community First and United agrees to American shall use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United American also agrees to shall use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, Community First shall promptly mail the Proxy Statement to its being filed with the SECshareholders at its expense. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, that none None of the information supplied or to be supplied by it Community First or American for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to shareholders and at the time of the CBTC Community First Meeting, as the case may be, 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 misleading. If either Community First or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it American shall become aware prior to the date of the CBTC Meeting Effective Time of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) United agrees to advise CBTC, promptly after United 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 United 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. (a) United ParentCo agrees to prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”"REGISTRATION STATEMENT") to be filed by United ParentCo with the SEC in connection with the issuance of United ParentCo Common Stock in the Merger (Merger, including the prospectus of United and other proxy solicitation materials of CBTC GDSC and DCA constituting a part thereof (the “Proxy Statement”"PROXY STATEMENT") and all related documents). CBTC Each of GDSC and United agree DCA shall have the right to review such Registration Statement and agrees to cooperate, and to cause their respective Subsidiaries, as applicable, its Subsidiaries to cooperate, with the other and its counsel and its accountants cooperate in the preparation of the Registration Statement and the Proxy Statement. United Each of GDSC and DCA 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 ParentCo agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly soon as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC ParentCo, GDSC and United DCA 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 GDSC's and DCA's stockholders as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United GDSC and CBTC DCA agrees to furnish to the other party ParentCo all information concerning itselfGDSC, its DCA and their respective Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or stockholders as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC GDSC and United DCA agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that none of the information supplied or to be supplied by it then 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, 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; and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the GDSC Meeting or the DCA Meeting, 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, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC GDSC and United DCA further agrees agrees, that if it shall become aware prior to the date of the CBTC Meeting 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.Effective Date 26 (c) United ParentCo agrees to advise CBTCboth GDSC and DCA, promptly after United ParentCo 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 United ParentCo 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. (ai) United agrees As promptly as practicable after the execution of this Agreement, (x) PubCo, SPAC and the Company shall jointly prepare and PubCo shall file with the SEC (at the sole cost and expense of the Company), mutually acceptable materials (such acceptance not to prepare a registration be unreasonably withheld, conditioned or delayed by either PubCo, SPAC or the Company, as applicable) which shall include the proxy statement on Form S-4 (the “Registration Statement”) of SPAC to be filed by United with the SEC in connection as part of the Registration Statement, and be separately filed with the issuance SEC by SPAC, and sent to the SPAC Stockholders relating to the SPAC Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) PubCo shall prepare (with the Company’s and SPAC’s reasonable cooperation) and file with the SEC (at the sole cost and expense of United Common Stock the Company) the Registration Statement, in which the Merger (including the Proxy Statement will be included as a proxy statement/prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). CBTC and United agree , in connection with the registration under the Securities Act of the PubCo Shares to cooperatebe exchanged for SPAC Class A Shares, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation PubCo Shares issuable upon exercise of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this AgreementPubCo Warrants. Each of CBTC PubCo, SPAC and United agrees to the Company shall use all its reasonable best efforts (A) to cause the Registration Statement, including the Proxy Statement/Prospectus, to comply with the rules and regulations promulgated by the SEC, (B) to have the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing thereofand (C) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. United PubCo also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this AgreementTransactions, and each of SPAC and the Company shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of United and CBTC the Parties agrees to furnish to the other party Parties and their Representatives all information concerning itself, its Subsidiaries, officers, directors directors, managers, stockholders, and shareholders other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement Statement/Prospectus, any Current Reports on Form 8-K or 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of UnitedPubCo, CBTC SPAC or their respective Subsidiaries, as applicable, the Group Companies to any Governmental Authority regulatory authority (including Nasdaq) in connection with the Merger and Transactions (the other transactions contemplated by this Agreement“Transaction Filings”). CBTC shall have SPAC will cause the right Proxy Statement to review and consult with United and approve be mailed to the form of, and any characterization of such information included in, SPAC Stockholders as promptly as practicable after the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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 is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and . (ii) PubCo will advise the Proxy Statement Company and any amendment or supplement thereto willSPAC, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTC, reasonably promptly after United PubCo 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 United Common Stock the PubCo Shares for offering or sale in any jurisdiction, of the initiation or written 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. Each Party and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the SEC, and the Party filing such document shall give reasonable and good faith consideration to any comments made by another Party and its counsel. Each Party shall provide the other Parties and their counsel with (A) any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement, the Proxy Statement or any Transaction Filings, in each case, promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of such Party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). (iii) If at any time prior to the Closing any information relating to PubCo, the Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by PubCo, the Company or SPAC, which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that neither the Registration Statement or the Proxy Statement would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to SPAC Stockholders.

Registration Statement. (a) United Buyer agrees to prepare a registration statement on Form S-4 (the “Registration Statement”) Statement to be filed by United Buyer with the SEC in connection with the issuance of United Buyer Common Stock in the Merger (including the prospectus of United Buyer and proxy solicitation materials of CBTC Buyer and Valley Financial constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC Valley Financial and United Buyer agree to cooperate, and to cause their respective Subsidiaries, as applicable, Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United Buyer agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 45 days from the date of this Agreement. Each of CBTC Valley Financial and United Buyer 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. United Buyer also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United Buyer and CBTC Valley Financial agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of UnitedBuyer, CBTC Valley Financial or their respective Subsidiaries, as applicable, Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC Valley Financial shall have the right to review and consult with United Buyer and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC Valley Financial and United Buyer agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time of the CBTC Valley Financial Meeting, as the case may be, 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 or any statement thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC Valley Financial and United Buyer further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United Buyer agrees to advise CBTCValley Financial, promptly after United Buyer 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 United Common Buyer 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. (a) United agrees to As promptly as reasonably practicable following the execution and delivery of this Agreement by all parties hereto, Parent shall prepare and file with the SEC a registration statement on Form S-4 (the “Registration Statement”) to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and include therein a proxy solicitation materials of CBTC constituting a part thereof statement (the “Proxy Statement”) to be sent to Seller’s stockholders soliciting their adoption and all related documents). CBTC approval of (i) this Agreement and United agree to cooperatethe transactions contemplated hereby, (ii) the Name Change, and (iii) the Liquidation. Seller shall provide to cause their respective Subsidiaries, as applicable, to cooperate, with the other Parent and its counsel for inclusion in the Proxy Statement, in form and substance reasonably satisfactory to Parent and its accountants counsel, such information concerning the Seller, its operations, capitalization, share ownership, the Seller Charter Documents, applicable Colorado Law and other matters as Parent or its counsel may reasonably request. Seller shall cause its legal counsel and independent auditors to cooperate with Parent’s legal counsel and independent auditors in the preparation of the Registration Proxy Statement and the Proxy Registration Statement. United agrees Each of Parent and Seller shall use its commercially reasonable efforts to file respond to any comments of the SEC, to have the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United 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 such filing thereof. United also agrees and to use all reasonable efforts cause the Proxy Statement to obtain, prior be mailed to the effective date Seller’s stockholders at the earliest practicable time. Each party will notify the other parties hereto promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Registration Statement or the Proxy Statement, or for additional information, and will supply the other party with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Registration Statement or the Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, all necessary state securities law Parent or “Blue Sky” permits the Seller, as the case may be, shall promptly inform the other party of such occurrence and approvals required to carry out cooperate in the transactions contemplated by this Agreementpreparation and filing of such supplement or amendment with the SEC or its staff as promptly as practicable thereafter. Each of United Parent and CBTC agrees Seller shall use commercially reasonable efforts to furnish to the other party cause all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection documents that it is responsible for filing with the Registration Statement, Proxy Statement SEC or any other statement, filing, notice or application made by or on behalf regulatory authorities under this Section to comply in all material respects with all applicable requirements of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger law and the other transactions contemplated by this Agreementrules and regulations promulgated thereunder. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, that none of the The information supplied or to be supplied by it Seller, Parent and Buyer for inclusion or incorporation by reference in (i) the Registration Statement willor the Proxy Statement will not, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTC, promptly after United 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 United 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. (a) United Each of the Buyer Parties and the MLP Parties agrees to prepare cooperate in the preparation of the Registration Statement (including the Proxy Statement/Prospectus constituting a registration statement on Form S-4 (the “Registration Statement”part thereof and all related documents) to be filed by United PAA with the SEC in connection with the issuance of United the New Common Stock Units in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents)as contemplated by this Agreement. CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United PAA agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC MLP and United PAA agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United PAA also agrees to use all commercially reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this AgreementMerger Transactions. Each of United PAA and CBTC MLP agrees to furnish to the other party all information concerning itselfPAA and its Subsidiaries or MLP, MLP GP and its Subsidiaries, as applicable, and the officers, directors and shareholders unitholders of PAA and MLP and any applicable Affiliates, as applicable, and to take such other matters as may be reasonably necessary or advisable or action as may be reasonably requested in connection with the foregoing. No filing of the Registration Statement, Proxy Statement or any other statement, filing, notice or application will be made by PAA, and no filing of the Proxy Statement/Prospectus will made by PAA or on behalf of UnitedMLP, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and each case without providing the other transactions contemplated by this Agreement. CBTC shall have the right party a reasonable opportunity to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECcomment thereon. (b) Each of CBTC the MLP Parties and United PAA agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that (i) 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to shareholders the holders of MLP Common Units and at the time of the CBTC MLP Meeting, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC the MLP Parties and United Buyer Parties further agrees that that, if it shall become aware prior to the date of the CBTC Meeting Closing Date of any information furnished by it that would cause any of the statements in the Registration Statement or the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party Other Parties thereof and to take the necessary steps to correct such information in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus. No amendment or supplement to the Registration Statement will be made by PAA, and no amendment or supplement to the Proxy Statement/Prospectus will made by PAA or MLP, in each case without providing the other party a reasonable opportunity to review and comment thereon. (c) United agrees to PAA will advise CBTCMLP, promptly after United PAA receives notice thereof, of (i) the time when the Registration Statement has become effective or any supplement or amendment has been filed, of (ii) the issuance of any stop order or the suspension of the qualification of United the New Common Stock Units for offering or sale in any jurisdiction, of (iii) the initiation or threat of any proceeding for any such purpose, or of (iv) any request by the SEC for the amendment or supplement of the Registration Statement or the Proxy Statement/Prospectus or for additional information. (d) MLP will use its commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the MLP Unitholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) United First Place agrees to prepare a the S-4 or other applicable registration statement on Form S-4 (the “Registration Statement”) to be filed by United First Place with the SEC in connection with the issuance of United First Place Common Stock in the Merger (including the prospectus of United Proxy Statement and other proxy solicitation materials of CBTC Camco and First Place constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC Camco shall promptly prepare and United agree furnish no later than 45 days after the date of this Agreement such information relating to cooperateit and its directors, officers and stockholders, any description of the business or any financial information as may be required under applicable SEC rules and regulations in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and Camco, and its legal, financial and accounting advisors, shall have the right to cause their respective Subsidiariesreview and approve (which approval shall not be unreasonably withheld or delayed) the S-4 prior to its filing. Camco agrees to cooperate with First Place and First Place’s counsel and accountants in requesting and obtaining appropriate opinions, as applicable, to cooperate, consents and letters from its financial advisor and independent auditor in connection with the other and its counsel and its accountants in the preparation of the Registration Statement S-4 and the Proxy Statement. United Provided that Camco has cooperated as described above, First Place agrees to file file, or cause to be filed, the Registration Statement (including the Proxy Statement in preliminary form) S-4 with the SEC as promptly as reasonably practicable and but in no event any event within 75 later than 30 days from after receipt of the date of this AgreementCamco information. Each of CBTC Camco and United First Place agrees to use all its reasonable best efforts to cause the Registration Statement S-4 to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United First Place also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United After the S-4 is declared effective under the Securities Act, First Place and CBTC agrees to furnish to Camco shall promptly mail at their own expense the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf to each of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECstockholders. (b) Each of CBTC Camco and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, First Place agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willS-4 shall, at the time the Registration Statement S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to shareholders stockholders and at the time of the CBTC Camco Stockholder Meeting and First Place Stockholder Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC Camco and United First Place further agrees that if it such party shall become aware prior to the date of the CBTC Meeting Effective Time of any information furnished by it such Party that would cause any of the statements in the S-4 or 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 Parties thereof and to take the necessary steps to correct the S-4 or the Proxy Statement. (c) United First Place agrees to advise CBTCCamco, promptly after United First Place receives notice thereof, of the time when the Registration Statement S-4 has become effective or any supplement or amendment has been is required to be filed, of the issuance of any stop order or the suspension of the qualification of United First Place Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent First Place 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 S-4 or for additional information.

Registration Statement. (a) United agrees to As promptly as practicable after execution of this Agreement, CytRx shall prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United and file with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and containing the Proxy Statement. United agrees /Prospectus and thereafter shall use its reasonable best efforts to file have the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United 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 thereofsuch filing. United also agrees The Proxy Statement/Prospectus shall, subject to use all reasonable efforts to obtainSection 6.07, prior to include the effective date Directors’ Recommendation. CytRx, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required CytRx shall promptly notify the Company of the receipt of any comments of the SEC with respect to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the Company promptly copies of all correspondence between CytRx or its representatives and the SEC. CytRx shall give the Company and its counsel the opportunity to review the Registration Statement within a reasonable period of time prior to its being filed with the SEC and to review all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments within a reasonable period of time prior to their being filed with, or sent to, the SEC. Each of the Company, CytRx and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the SEC has cleared the Registration Statement, the Company shall mail the Proxy Statement/Prospectus to the stockholders of the Company. Prior to the date of approval of the Merger by the Company’s stockholders, the Company shall correct promptly any information provided by it to be used specifically in the Registration Statement that shall have become false or misleading in any material respect, and CytRx shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Registration Statement so as to correct the same and to cause the Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable law. (b) Each The Company shall cooperate with CytRx in connection with investor meetings and customary “road show” presentations of CBTC CytRx. As part of such meetings and United agreespresentations, as to itself the Company understands and its Subsidiaries and affiliates, as applicable, agrees that none of the CytRx may provide 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material factthe Company’s clinical trials, or which will omit product candidates and other assets and business, subject 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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 Statementcustomary confidentiality agreements. (c) United agrees to advise CBTC, promptly after United 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 United 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. (a) United agrees to As soon as reasonably practicable after the date of this Agreement, SmartFinancial and the Company will prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United and file with the SEC the Joint Proxy Statement/Prospectus and SmartFinancial will prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply with all of the requirements of the Exchange Act and the Securities Act (and the rules and regulations thereunder) applicable thereto. Each of SmartFinancial and the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as practicable after the filing thereof. SmartFinancial shall also use reasonable best efforts to register or exempt from registration the SmartFinancial Common Stock to be issued to holders of Company Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictions, and to keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Entegra Parties and their shareholders as may be reasonably requested by SmartFinancial in connection with the issuance of United Common Stock in same. SmartFinancial shall have primary responsibility for preparing and filing the Merger Registration Statement, provided that SmartFinancial shall to the extent practicable afford the Company and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (including i) the prospectus of United Registration Statement before it is filed with the SEC and proxy solicitation materials of CBTC constituting a part thereof (ii) all amendments and supplements to the “Proxy Statement”) Registration Statement and all related documents)responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. CBTC and United agree Each Party, to cooperatethe extent permitted by Law, shall deliver to the other Parties copies of all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants Parties the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Registration Statement or any documents or materials related thereto. (b) The Parties shall cooperate in the preparation of the Registration Statement and the Joint Proxy Statement. United agrees /Prospectus for the purpose of submitting this Agreement and the transactions contemplated hereby to file the Registration Statement (including shareholders of the Proxy Statement in preliminary form) with Company for approval and submitting the SEC as promptly as reasonably practicable and in any event within 75 days from Stock Issuance Proposal to the date shareholders of this AgreementSmartFinancial approval. Each of CBTC and United agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act Party will as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, this Agreement furnish all necessary state securities law or “Blue Sky” permits data and approvals required information relating to carry out the transactions contemplated by this Agreement. Each of United it and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, and its and its Subsidiaries’ businesses, directors, officers, directors and shareholders shareholders, as the other Parties may reasonably request for the purpose of including such data and information in the Registration Statement and/or the Joint Proxy Statement/Prospectus. The Company expressly agrees to cooperate with SmartFinancial and its legal and accounting advisors in requesting and obtaining appropriate opinions, consents, and letters from its legal and financial advisor(s) and independent auditor(s), and in taking such other matters as may be reasonably necessary or advisable or actions as may be reasonably requested by SmartFinancial , in connection with the Registration Statement, Proxy Statement or any other statementthe Joint Proxy Statement/Prospectus. Without limiting the generality of the immediately preceding sentence, filingthe Company shall cause Hunton Xxxxxxx Xxxxx LLP, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicablelegal counsel to the Company, to any Governmental Authority issue and deliver to the Company, in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization filing of such information included in, the Registration Statement prior to its being filed with the SEC. (b) , an opinion of counsel with respect to the material United States federal income tax consequences of the Mergers and the Entegra Special Dividend to holders of Company Common Stock. Each of CBTC Party covenants and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, agrees that none of the information supplied or to be supplied by it such Party for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each or any amendment or supplement thereto, if any, thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement and Statement/Prospectus or any amendment or supplement thereto will, at on the date of mailing the same is first mailed to shareholders and of SmartFinancial or the Company or at the time of the CBTC SmartFinancial Meeting or the Company Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or any statement thatmade therein, in the light of the circumstances under which such statement is they were made, not misleading, or (iii) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form or substance, in all material respects, with the provisions of applicable Law. The Joint Proxy Statement/Prospectus will be false comply as to form and substance, in all material respects, with all applicable requirements of the Exchange Act and the Securities Act and the rules and regulations thereunder, except that no representation or misleading warranty is made by any Party with respect to statements made or incorporated by reference therein based on information supplied by any material fact, other Party or which will omit to state any material fact necessary in order to make the statements therein not false its Subsidiaries for inclusion or misleading or necessary to correct any statement in any earlier statement incorporation by reference in the Joint Proxy Statement or any amendment or supplement theretoStatement/Prospectus. Each of CBTC Party covenants and United further agrees that if it shall become that, in the event such Party becomes aware prior to the date of the CBTC Meeting of any information furnished by it or any of its Subsidiaries that would cause any of the statements in the Registration Statement or the Joint Proxy Statement Statement/Prospectus, or any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement, 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 such Party will promptly inform the other party Parties thereof in writing and to take the all necessary steps to correct the Proxy Statement. (c) United agrees to advise CBTC, promptly after United 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 United 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 informationJoint Proxy Statement/Prospectus, or other document, as applicable.

Registration Statement. (a) United agrees Each of VNR and the ENP Parties agree to prepare cooperate in the preparation of the Registration Statement (including the Proxy Statement/Prospectus constituting a registration statement on Form S-4 (the “Registration Statement”part thereof and all related documents) to be filed by United VNR with the SEC in connection with the issuance of United the New Common Stock Units in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents)as contemplated by this Agreement. CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United VNR agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC ENP and United VNR agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United VNR also agrees to use all commercially reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United VNR and CBTC ENP agrees to furnish to the other party all information concerning itselfVNR and its Subsidiaries or ENP, ENP GP and its Subsidiaries, as applicable, and the officers, directors and shareholders unitholders of VNR and ENP and any applicable Affiliates, as applicable, and to take such other matters as may be reasonably necessary or advisable or action as may be reasonably requested in connection with the foregoing. No filing of the Registration Statement, Proxy Statement or any other statement, filing, notice or application will be made by VNR, and no filing of the Proxy Statement/Prospectus will made by VNR or on behalf of UnitedENP, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and each case without providing the other transactions contemplated by this Agreement. CBTC shall have the right party a reasonable opportunity to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECcomment thereon. (b) Each of CBTC the ENP Parties and United VNR agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that (i) 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto will, (A) at the date of mailing to shareholders the holders of ENP Common Units and at the time of the CBTC ENP Meeting, as and (B) at the case may bedate of mailing to the holders of VNR Common Units and at the time of the VNR Meeting, in each case, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC the ENP Parties and United VNR further agrees that if it shall become aware prior to the date of the CBTC Meeting Closing Date of any information furnished by it that would cause any of the statements in the Registration Statement or the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party Other Parties thereof and to take the necessary steps to correct such information in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus. No amendment or supplement to the Registration Statement will be made by VNR, and no amendment or supplement to the Proxy Statement/Prospectus will made by VNR or ENP, in each case without providing the other party a reasonable opportunity to review and comment thereon. (c) United agrees to VNR will advise CBTCENP, promptly after United VNR receives notice thereof, of (i) the time when the Registration Statement has become effective or any supplement or amendment has been filed, of (ii) the issuance of any stop order or the suspension of the qualification of United the New Common Stock Units for offering or sale in any jurisdiction, of (iii) the initiation or threat of any proceeding for any such purpose, or of (iv) any request by the SEC for the amendment or supplement of the Registration Statement or the Proxy Statement/Prospectus or for additional information. (d) Each of VNR and ENP will use its commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its unitholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) United agrees Acquiror shall register under the 1933 Act the Acquiror Series B Preferred Shares to prepare be issued in the Merger and the Acquiror Common Shares to be issued upon the conversion of shares of Acquiror Series B Preferred Shares on a registration statement on Form S-4 or another appropriate registration statement (the “"Acquiror Registration Statement”") to be filed by United with (which shall contain the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Target Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with shall keep such registration effective thereafter through the other and its counsel and its accountants in the preparation third anniversary of the Registration Statement and the Proxy StatementClosing Date. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as As promptly as reasonably practicable and in any event within 75 days from after the date of this Agreement, Acquiror shall prepare, with the assistance of Target, as appropriate, and file with the SEC the Acquiror Registration Statement together with the prospectus to be included therein (the "Prospectus") and the Target Proxy Statement included therein, and any other documents required by the 1933 Act or the 1934 Act in connection with the Merger. Each of CBTC Acquiror and United agrees to Target shall use all reasonable efforts to cause respond promptly to any comments of the SEC and to have the Acquiror Registration Statement to be declared effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereofsuch filing. United also agrees to Acquiror shall use all its reasonable efforts to obtain, prior to the effective date of the Registration StatementEffective Time, all necessary state securities law or “Blue Sky” "blue sky" permits and or approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with consummate the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Documents. CBTC Target shall have promptly furnish to Acquiror all information concerning Target and the right Target Stockholders as may be reasonably required in connection with any action contemplated by this Section 5.09. Each of Acquiror and Target will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to review the Acquiror Registration Statement or the Prospectus or for additional information and consult will supply the other with United and approve copies of all correspondence with the form ofSEC or its staff with respect to the Acquiror Registration Statement or the Prospectus. Whenever any event occurs which should be set forth in an amendment or supplement to the Acquiror Registration Statement or the Prospectus, and any characterization Acquiror or Target, as the case may be, shall promptly inform the other of such information included in, the Registration Statement prior to its being filed occurrence and cooperate in filing with the SECSEC or its staff, and/or mailing to stockholders of Target, such amendment or supplement. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, Acquiror covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Acquiror Registration Statement will, at the time the Acquiror Registration Statement is filed with the SEC and each amendment or supplement thereto, if any, at the time it becomes effective under the Securities 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and (ii) except that no covenant is made by Acquiror with respect to statements made therein based on information supplied in writing by Target for inclusion in the Proxy Acquiror Registration Statement. Acquiror covenants that the Acquiror Registration Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at Prospectus will comply in all material respects with the time provisions of the CBTC Meeting1933 Act and the 1934 Act, as the case may be, and the rules and regulations thereunder, except that no covenant is made by Acquiror with respect to statements made therein based on information supplied by Target or any of its affiliates, directors, officers, employees, agents or representatives in writing for inclusion or incorporation by reference therein or based upon Target's representations or warranties made herein or in any Ancillary Documents or with respect to omitted information regarding Target so required to be included in the Registration Statement. (c) Target covenants that none of the information supplied in writing by Target for inclusion or incorporation by reference in the Acquiror Registration Statement or any amendments or supplements thereto to be filed with the SEC in connection with the issuance of Acquiror Series B Preferred Shares and, upon conversion, Acquiror Common Shares, pursuant to the transactions hereby contemplated will, at the time the Acquiror Registration Statement or any amendments or supplements thereto is filed with the SEC and at the time it becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement thattherein, in the light of the circumstances circumstance under which such statement is they were made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTC, promptly after United 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 United 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. (a) United Each of Dana axx xhe Company agrees to prepare cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") to be filed by United with Dana wxxx the SEC in connection with the issuance of United Common Dana Cxxxxn Stock in the Merger (including the joint proxy statement, prospectus of United and other proxy solicitation materials of CBTC Dana axx xhe Company constituting a part thereof (the “"Joint Proxy Statement”") and all related documents). CBTC and United agree to cooperateProvided the Company has cooperated as required above, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees Dana axxxxs to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and practicable, but in any no event within 75 later than 30 days from after the date of this Agreement. Each of CBTC the Company and United agrees Dana axxxxs to use all reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, and to cause the Joint Proxy Statement to be mailed as promptly as practicable to the stockholders of the Company and Dana. United also Xxxx axxx agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC The Company agrees to furnish to Dana axx xnformation concerning the other party all information concerning itselfCompany, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or stockholders as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC the Company and United agreesDana axxxxs, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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 ActAct and at the Effective Time, 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, and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time times of the CBTC Dana Mxxxxng and the Company Meeting, as the case may be, 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 or any statement thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 Joint Proxy Statement or any amendment or supplement thereto. Each of CBTC the Company and United further Dana fxxxxer agrees that if it shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it that would cause any of the statements in the Joint 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 Joint Proxy Statement. (c) United agrees to In the case of Dana, Xxxx xxxx advise CBTCthe Company, promptly after United receives Dana rxxxxves 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 United Common Stock the Dana Sxxxx 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. (a) United TriCo agrees to prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by United TriCo with the SEC in connection with the issuance of United the shares of TriCo Common Stock to the FNBB shareholders as the Merger Consideration in the Merger (including the joint proxy statement for the TriCo Meeting and the FNBB Meeting and prospectus of United and other proxy solicitation materials of CBTC TriCo and FNBB constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC FNBB shall prepare and United agree furnish such information relating to cooperateit, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and FNBB, and its legal, financial and accounting advisors, shall have the right to cause their respective Subsidiaries, as applicable, review in advance and comment on such Registration Statement prior to cooperate, its filing and on any amendments or supplements thereto and any written communications with the other SEC in connection therewith. FNBB agrees to cooperate with TriCo and its TriCo’s counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United agrees TriCo shall use its commercially reasonable best efforts to file file, or cause to be filed, the Registration Statement (including the Proxy Statement in preliminary form) with the SEC within forty-five (45) days of the date of this Agreement or as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementthereafter. Each of CBTC FNBB and United TriCo agrees to use all its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United TriCo also agrees to use all its commercially reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, FNBB and TriCo shall promptly mail at each party’s own expense the Proxy Statement to its being filed with the SECall of their respective shareholders. (b) Each of CBTC FNBB and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, TriCo agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to FNBB’s and TriCo’s respective shareholders and at the time time(s) of the CBTC FNBB Meeting and the TriCo Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC FNBB and United TriCo further agrees that if it such party shall become aware prior to the date of effectiveness of the CBTC Meeting Registration Statement of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) United TriCo agrees to advise CBTC, FNBB promptly in writing after United TriCo 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 United TriCo Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent TriCo 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.

Registration Statement. (a) United Each of Nortel Networks and the Company agrees to prepare cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") to be filed by United Nortel Networks with the SEC in connection with (and only in connection with) the issuance of United Nortel Networks Common Stock Shares in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “"Company Proxy Statement”") and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the The Registration Statement and the Company Proxy StatementStatement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. United Provided the other party has cooperated as required above, Nortel Networks agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from practicable, after the date of this Agreement. Each of CBTC Nortel Networks and United the Company shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement and the Company Proxy Statement, as the case may be, to the other party, and advise the other party of any oral comments with respect to the Registration Statement received from the SEC. Each of Nortel Networks and the Company 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, and the Company agrees to mail the Company Proxy Statement to its stockholders as promptly as practicable after the Registration Statement is declared effective. United Nortel Networks also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " and all foreign permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC The Company agrees to furnish to the other party Nortel Networks all information concerning itself, the Company and its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or stockholders as may be reasonably requested in connection with the Registration Statementforegoing, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective and Nortel Networks agrees to furnish to the Company all information concerning Nortel Networks and its Subsidiaries, officers, directors and stockholders as applicable, to any Governmental Authority may be reasonably requested in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC Nortel Networks and United the Company agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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, 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, misleading and (ii) the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time of the CBTC Company Meeting, as the case may be, 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 or any statement thattherein, in the light of the circumstances under in which such statement is they were made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United Nortel Networks agrees to advise CBTCthe Company, promptly after United Nortel Networks 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 United the Nortel Networks Common Stock 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) Nortel Networks will use its reasonable efforts to obtain, and will provide evidence reasonably satisfactory to the Company of, all necessary rulings or orders of Canadian securities regulatory authorities exempting the distribution by Nortel Networks of the Nortel Networks Common Shares and options and other Rights to purchase Nortel Networks Common Shares under the Merger and the resale of Nortel Networks Common Shares issued under the Merger in Canada as contemplated by this Agreement from the registration and prospectus requirements under applicable Canadian securities laws on terms reasonably satisfactory to Nortel Networks and the Company.

Registration Statement. (a) United CHC agrees to prepare a registration statement on Form S-4 (the “Registration Statement”) ), to be filed by United CHC with the SEC in connection with the issuance of United CHC Common Stock in the Company Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC Community Financial constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree Community Financial agrees to cooperate, and to cause their respective Subsidiaries, as applicable, Community Bank to cooperate, with the other and CHC, its counsel and its accountants accountants, in the preparation of the Registration Statement and the Proxy Statement. United ; and, provided that Community Financial and Community Bank have cooperated as required above, CHC agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from after the date of this Agreementhereof. Each of CBTC Community Financial and United CHC agrees to use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United CHC also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC Community Financial agrees to furnish to the other party CHC all information concerning itselfCommunity Financial, its SubsidiariesCommunity Bank, and their officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC Community Financial agrees, as to itself and United Community Bank, and CHC agrees, as to itself and its Subsidiaries and affiliates, as applicablesubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i1) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may beshareholders meeting for Community Financial, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make which, at the statements therein not misleading or any statement that, time and in the light of the circumstances under which such statement is made, will be is false or misleading with respect to any 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 CBTC Community Financial and United CHC further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United CHC agrees to advise CBTCCommunity Financial, promptly after United CHC 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 United CHC 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. (a) United agrees Each of WSI, IESI-BFC and Merger Sub shall use reasonable best efforts to prepare a registration statement on Form S-4 (the “Registration Statement”) take or cause to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United 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. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and taken such other matters actions as may be reasonably necessary or advisable or as may required to be reasonably requested in connection with taken under the Registration StatementU.S. Securities Act, Proxy Statement or the U.S. Exchange Act, any other statementfederal securities Laws, filing, notice any applicable state securities or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to “blue sky” Laws and any Governmental Authority stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Registration Statement. CBTC In connection with the Merger and the WSI Stockholders Meeting, WSI and IESI-BFC shall have cooperate in the right to review and consult with United and approve the form of, and any characterization filing of such information included in, the Registration Statement prior as promptly as practicable and shall use reasonable best efforts to its being filed with respond to the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, that none comments of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) SEC and have the Registration Statement will, at declared effective by the time SEC under the U.S. Securities Act and thereafter to cause the proxy statement/prospectus for the WSI Stockholders Meeting to be mailed to WSI stockholders all as promptly as reasonably practicable and use all reasonable efforts to keep the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or as long as reasonably necessary to make consummate the statements therein not misleadingMerger; provided, and however, that prior to the filing of the Registration Statement (ii) the Proxy Statement and any amendment or supplement thereto willamendments), at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading Parties shall consult with each other Party with respect to any material fact, or which will omit such filings and shall afford each other Party and its Representatives reasonable opportunity 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 theretocomment thereon. Each of CBTC and United further agrees that if it Party shall become aware prior to the date of the CBTC Meeting of provide any other Party with any information furnished by it that would cause any of the statements for inclusion 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) United agrees to advise CBTC, promptly after United receives notice thereof, of the time when the Registration Statement has become effective which may be required under applicable Law or any supplement or amendment has been filed, which is reasonably requested by each other Party. Each Party shall notify each other Party of the issuance receipt of any stop order or the suspension comments of the qualification of United Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or SEC and of any request by from the SEC for the amendment amendments or supplement of supplements to the Registration Statement or for additional information, and will promptly supply to such other Party copies of all correspondence between such Party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Registration Statement or the Merger. Each of WSI, IESI-BFC and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of WSI, IESI-BFC and Merger Sub agree to correct any information provided by it for use in the Registration Statement which shall have become false or misleading in any material respect. Each Party will promptly notify the other Parties if at any time prior to the WSI Stockholders Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Registration Statement. In such case, the Parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to WSI stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each Party shall consult with each other Party with respect to such amendment or supplement and shall afford each such Party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no Party shall have any obligation to notify the other Parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Registration Statement. (a) United agrees Buyer and the Company agree to prepare cooperate in the preparation of a registration statement on Form S-4 S 4 (the “"Registration Statement”") to be filed by United Buyer with the SEC in connection with the issuance of United the Buyer Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “"Proxy Statement”/Prospectus") and all related documents). CBTC Each of Buyer and United the Company agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and use its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under by the Securities Act SEC as promptly as reasonably practicable after the filing thereof. United also The Company agrees to use all reasonable efforts to obtaincooperate with Buyer and Buyer's counsel and accountants in requesting and obtaining appropriate opinions, prior to consents and letters from the effective date of Company's independent registered public accounting firm and other representatives, as applicable, in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, all necessary state securities law or “Blue Sky” permits and approvals required the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to carry out the transactions contemplated by this Agreement. its shareholders. (b) Each of United Buyer and CBTC agrees the Company agrees, upon request, to furnish to the other party with all information concerning itself, its Subsidiaries, officersdirectors, directors officers and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement Statement/Prospectus or any other statement, filing, notice or application made by or on behalf of United, CBTC such other party or their respective Subsidiaries, as applicable, any of its Subsidiaries to any Governmental Authority in connection with the Merger transactions contemplated hereby. Each of Buyer and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United Company agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will 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 therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willthereto, at the date of mailing to shareholders and at the time of the CBTC Company Meeting, as the case may be, will 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 or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC Buyer and United the Company further agrees that if it shall become aware aware, prior to the date of the CBTC Meeting Company Meeting, of any information furnished by it that would cause any of the statements in the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) United agrees to Buyer will advise CBTCthe Company, promptly after United Buyer 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 United Buyer 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. (a) United agrees Camden and KSB agree to prepare cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”Statement ) to be filed by United Camden with the SEC in connection with the issuance of United Camden Common Stock in the Merger (including the joint proxy statement and prospectus of United and other proxy solicitation materials of CBTC Camden and KSB constituting a part thereof (the “Joint Proxy Statement”Statement ) and all related documents). CBTC Camden and United KSB agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation file a draft of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Joint Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC Camden and United KSB agrees to use all reasonable efforts to cause the Registration Statement to be filed and declared effective under the Securities Act as promptly as reasonably practicable after filing thereofthe SEC has cleared the Joint Proxy Statement. United Camden also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” blue sky permits and approvals required to carry out the transactions contemplated by this Agreement. . (b) Each of United Camden and CBTC agrees KSB agrees, upon request, to furnish to promptly the other party with all information concerning itself, its Subsidiaries, officersdirectors, directors officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Joint Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC such other party or their respective Subsidiaries, as applicable, any of its Subsidiaries to any Governmental Authority regulatory authority in connection with the Merger and the other transactions contemplated by this Agreementhereby. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC Camden and United KSB agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time times of the CBTC Camden Meeting and the KSB Meeting, as the case may be, 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 or any statement thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 Joint Proxy Statement or any amendment or supplement thereto. Each of CBTC Camden and United KSB further agrees that if it shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it that would cause any of the statements in the Joint 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 it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Joint Proxy Statement. (c) United agrees to In the case of Camden, Camden will advise CBTCKSB, promptly after United Camden 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 United the Camden 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. (a) United Parent agrees to prepare a registration statement on Form S-4 or other applicable form (the “"Registration Statement”") to be filed by United Parent with the SEC in connection with the issuance of United Parent Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “"Proxy Statement”") and all related documents). CBTC The Company shall prepare and United agree furnish such information relating to cooperateit and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and to cause their respective Subsidiariesthe Company, as applicable, to cooperate, with the other and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. The Company agrees to cooperate with Parent and Parent's counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United Provided that the Company has cooperated as described above, Parent agrees to file file, or cause to be filed, the Registration Statement (including and the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC the Company and United Parent agrees to use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, the Company shall promptly mail at its expense the Proxy Statement to its being filed with the SECshareholders. (b) Each of CBTC the Company and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to shareholders and at the time of the CBTC Company Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC the Company and United Parent further agrees that if it such party shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) United Parent agrees to advise CBTCthe Company, promptly after United Parent 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 United Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent 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.

Registration Statement. (a) United agrees In connection with any Piggyback Registration pursuant to prepare this Agreement, the Company will furnish each Selling Holder and each underwriter, if any, with a copy of the registration statement on Form S-4 (the “Registration Statement”) to be filed by United and all amendments thereto and will supply each such Selling Holder with the SEC in connection with the issuance copies of United Common Stock in the Merger any prospectus included therein (including the a preliminary prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documentsamendments and supplements thereto). CBTC and United agree to cooperate, and to cause their respective Subsidiariesin each case including all exhibits, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United 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. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters documents as may be reasonably requested, in such quantities as may be reasonably necessary for the purposes of the proposed offer and sale covered by such registration (the Company hereby consenting to the use in accordance with all applicable law of each such registration statement or advisable amendment or as may be reasonably requested in post-effective amendment thereto, and each such prospectus or preliminary prospectus or supplement thereto). In connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included inPiggyback Registration, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement Company will, at the time request of the managing underwriter with respect thereto or, if not an underwritten offering, at the request of the Selling Holders, use its best efforts to register or qualify the Registrable Shares covered by such Piggyback Registration Statement for sale under the securities laws of such states as is required to permit the offer and sale of such Registrable Shares as contemplated by the applicable registration statement and to keep each amendment such registration or supplement theretoqualification effective during the period such registration statement is required to be kept effective and to do such other acts or things reasonably necessary to enable the disposition in such jurisdictions of the securities covered by the applicable registration statement in accordance with the securities laws of such jurisdictions. In connection with any offering of Registrable Shares registered pursuant to this Agreement, the Company shall (i) furnish each Selling Holder, at the Company's expense and at least three Business Days prior to the sale of any Registrable Shares, with unlegended certificates in a form eligible for deposit with The Depository Trust Company representing ownership of the Registrable Shares which are sold pursuant to the registration statement, in such denominations and registered in such names as the managing underwriter, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingsuch Selling Holder shall reasonably request, and (ii) instruct the Proxy Statement transfer agent and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time registrar of the CBTC Meeting, as the case may be, contain Shares to release 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading stop transfer orders with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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 StatementRegistrable Shares so sold. (c) United agrees to advise CBTC, promptly after United 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 United 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. (a) United agrees to As promptly as practicable after the date hereof, the Company shall prepare with the assistance, cooperation and commercially reasonable efforts of the SPAC, and file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) to be filed by United with the SEC in connection with the issuance registration under the Securities Act of United Common Stock the Company Shares to be issued in the Merger Merger, which Registration Statement will also contain a proxy statement of the SPAC (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies from the SPAC shareholders for the matters to be voted upon at the SPAC Special Meeting and all related documentsproviding the shareholders of the SPAC an opportunity in accordance with the SPAC’s Organizational Documents and the Prospectus to have their SPAC Shares redeemed in conjunction with the shareholders vote on the SPAC Shareholder Approval Matters (as defined below). CBTC and United agree to cooperate, and (y) soliciting proxies from the Company shareholders for the matters to cause their respective Subsidiariesbe acted upon at the Company Special Meeting. The Proxy Statement shall include proxy materials for the purpose of (i) soliciting proxies from the SPAC shareholders to vote, at a meeting of the SPAC shareholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Additional Agreements and the transactions contemplated hereby or thereby, including the Merger, by the holders of the SPAC Shares in accordance with the SPAC’s Organizational Documents, the Laws of the British Virgin Islands and the rules and regulations of the SEC and Nasdaq, (B) such other matters as applicablethe Company Group and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) through (B), collectively, the “SPAC Shareholder Approval Matters”), and (C) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of the Chairman of the SPAC Special Meeting. If on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to cooperateobtain the Required SPAC Shareholder Approval (as defined below), the Chairman of the SPAC Special Meeting may, with the consent of the SPAC Special Meeting, make one or more successive postponements or adjournments of the SPAC Special Meeting. (ii) soliciting proxies from the Company shareholders to vote, at an extraordinary general meeting of the Company shareholders to be called and held for such purpose (the “Company Special Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Additional Agreements and the transactions contemplated hereby or thereby, including the Merger, by the holders of the Company securities in accordance with the Company’s Organizational Documents, the Laws of the state of Delaware and the rules and regulations of the SEC and Nasdaq, (B) such other matters as the Company Group and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) through (B), collectively, the “Company Shareholder Approval Matters”), and (C) the adjournment of the Company Special Meeting, if necessary or desirable in the reasonable determination of the Company. If on the date for which the Company Special Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Required Company Shareholder Approval (as defined below), whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Special Meeting. (iii) In connection with the Registration Statement, the SPAC and the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC’s Organizational Documents, the Laws of the British Virgin Islands and the rules and regulations of the SEC and Nasdaq. The SPAC shall cooperate and provide the Company and its counsel with a reasonable opportunity to review and its accountants in the preparation of comment on the Registration Statement and any amendment or supplement thereto prior to filing the Proxy Statementsame with the SEC. United agrees to file The Company shall provide the SPAC with such material information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and Statement, or in any event within 75 days from amendments or supplements thereto, which information provided by the date Company shall be true and correct and not contain any untrue statement of this Agreementa material fact or omit to state a material fact necessary in order to make the statements made not materially misleading (subject to the qualifications and limitations set forth in the materials provided by the Company). Each If required by applicable SEC rules or regulations, such financial information provided by the Company must be reviewed or audited by the Company Group’s auditors. The SPAC shall provide such material information concerning the SPAC and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the SPAC shall be true and correct and not contain any untrue statement of CBTC and United agrees a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. The SPAC will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing thereof. United also agrees and to use all keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. (b) Each party shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable efforts to obtainadvance notice, prior available at a reasonable time and location to the effective date Company Group, the SPAC and their respective representatives in connection with the drafting of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required public filings with respect to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with including the Registration Statement, Proxy Statement or and responding in a timely manner to comments from the SEC. Each party shall promptly correct any other statement, filing, notice or application made information provided by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority it for use in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior (and other related materials) if and to its being the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and the SPAC shall cause the Proxy Statement to be disseminated to the SPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (bc) Each of CBTC As soon as practicable following the Registration Statement “clearing” comments from the SEC and United agreesbeing declared effective by the SEC, as to itself and its Subsidiaries and affiliates, as applicable, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration SPAC shall distribute the Proxy Statement willto the SPAC’s shareholders, at and, pursuant thereto, shall call the time SPAC Special Meeting in accordance with British Virgin Islands Law for a date no later than forty-five (45) days following the effectiveness of the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingStatement, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it Company shall become aware prior to the date of the CBTC Meeting of any information furnished by it that would cause any of the statements in distribute the Proxy Statement to be false or misleading the Company’s shareholders, and, pursuant thereto, shall call the Company Special Meeting in accordance with respect to any material fact, or to omit to state any material fact necessary to make Delaware Law for a date no later than forty-five (45) days following 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) United agrees to advise CBTC, promptly after United 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 United 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 effectiveness of the Registration Statement or for additional informationStatement.

Registration Statement. (a) United agrees to prepare Each of Parent and the Company shall cooperate and as promptly as practicable prepare, and Parent shall file with the SEC as soon as practicable, a registration statement Registration Statement on Form S-4 under the Securities Act (the “"Registration Statement”) "), with respect to be filed by United the Parent Common Stock issuable in the Merger. A portion of the Registration Statement shall also serve as the joint proxy statement with respect to the SEC meetings of the stockholders of Parent and of the Company in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “"Proxy Statement”) and all related documents/Prospectus"). CBTC The respective parties will cause the Proxy Statement/Prospectus and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Proxy Statementrules and regulations thereunder. United agrees Parent shall use its reasonable best efforts, and the Company will cooperate with Parent, to file have the Registration Statement (including the Proxy Statement in preliminary form) with declared effective by the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC and United agrees to Parent shall use all its reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “"Blue Sky” " permits and or approvals required to carry out the transactions contemplated by this Agreement. Each of United Agreement and CBTC agrees to furnish to the other party will pay all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 expenses incident thereto. Each of CBTC and United further agrees that if it shall become aware prior to Parent will advise the date of the CBTC Meeting 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) United agrees to advise CBTCCompany, promptly after United it 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 order, the suspension of the qualification of United the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for amendment of the amendment Proxy Statement/ Prospectus or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as promptly as practicable after the date hereof. (c) Each of Parent and the Company agrees that the information provided by it 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 stockholders of Parent and of the Company, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment 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.

Registration Statement. (a) United agrees to As promptly as practicable after the date hereof, the Partnership shall prepare and file with the SEC a registration statement on Form S-4 S-3 (or Form S-1 if Form S-3 is not available) for the purpose of registering under the Securities Act the offering, sale, and delivery of the securities issuable in the Rights Offering. The term “Registration Statement”) to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) , as used herein, means such registration statement and all related documents)amendments and supplements thereto, if any. CBTC and United agree The Partnership shall use all reasonable best efforts to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of have the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United 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 thereofthe Special Meeting. United also The Partnership shall notify Buyers promptly of the receipt of any comments on, or any requests for amendments or supplements to, the Registration Statement by the SEC, and the Partnership shall supply Buyers with copies of all correspondence between it and its representatives, on the one hand, and the SEC or members of its staff, on the other, with respect to the Registration Statement. The Partnership, after consultation with Buyers, shall use its reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Registration Statement. Kestrel shall use its reasonable best efforts to obtain and furnish to the Partnership the information pertaining to the Kestrel Entities and their Affiliates to the extent required to be included in the Registration Statement. The Partnership and Buyers each agree promptly to correct any information provided by it for use in the Registration Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Partnership further agrees to use all its reasonable best efforts to obtain, prior cause the Registration Statement (or the prospectus contained therein) as so corrected to be filed with the SEC and to be disseminated to the effective date of the Registration Statement, all necessary extent required by Applicable Law. The Partnership shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) reasonably required to be taken under any applicable state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested laws in connection with the issuance of securities pursuant to the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTC, promptly after United 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 United 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. (a) United Washington Federal agrees to prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by United Washington Federal with the SEC in connection with the issuance of United Washington Federal Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC First Mutual constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC First Mutual shall prepare and United agree furnish such information relating to cooperateit and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and to cause their respective SubsidiariesFirst Mutual, as applicable, to cooperate, with the other and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. First Mutual agrees to cooperate with Washington Federal and Washington Federal’s counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United Provided that First Mutual has cooperated as described above, Washington Federal agrees to file file, or cause to be filed, the Registration Statement (including and the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC First Mutual and United Washington Federal agrees to use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United Washington Federal also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, First Mutual shall promptly mail at its expense the Proxy Statement to its being filed with the SECstockholders. (b) Each of CBTC First Mutual and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, Washington Federal agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to shareholders stockholders and at the time of the CBTC First Mutual Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC First Mutual and United Washington Federal further agrees that if it such party shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) United Washington Federal agrees to advise CBTCFirst Mutual, promptly after United Washington Federal 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 United Washington Federal Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Washington Federal 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.

Registration Statement. (a) United agrees to As promptly as practicable after the execution of this Agreement, Merchants shall prepare and file a registration statement on Form S-4 (the “registration statement together with the amendments thereto are defined as the "Registration Statement”" and the prospectus and proxy materials contained therein are defined as the "Proxy Statement/Prospectus") to be filed by United with the SEC in connection with covering the issuance of United Merchants Common Stock to be issued in the Merger (including subject to the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documentsimmediately following sentence). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with a view toward permitting the other Registration Statement to become effective as soon as reasonably practicable. Merchants does not undertake to file post-effective amendments to Form S-4 or to file a separate registration statement to register the sale of Merchants Common Stock by affiliates of the Company pursuant to Rule 145 promulgated under the Securities Act. The Company will furnish to Merchants all information concerning the Company and its counsel and its accountants Subsidiaries required to be set forth in the preparation of the Registration Statement and Merchants will provide the Proxy Statement. United agrees Company and its counsel the opportunity to file review and approve such information as set forth in the Registration Statement (including and Proxy Statement/Prospectus. Merchants and the Proxy Statement Company will each render to the other its full cooperation in preliminary form) with preparing, filing, prosecuting the SEC as promptly as reasonably practicable filing of, and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable efforts to cause amending the Registration Statement to be declared effective under such that it comports at all times with the requirements of the Securities Act as and the Exchange Act. Specifically, but without limitation, each will promptly advise the other if at any time before the Effective Time any information provided by it for inclusion in the Registration Statement appears to have been, or shall have become, incorrect or incomplete and will furnish the information necessary to correct such misstatement or omission. As promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits the Company will mail to its shareholders (a) the Proxy Statement/Prospectus, and approvals required to carry out (b) as promptly as practicable after approval thereof by Merchants and the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itselfCompany, its Subsidiaries, officers, directors and shareholders and such other matters supplementary proxy materials as may be reasonably necessary to make the Proxy Statement/Prospectus comply with the applicable requirements of the Securities Act and the Exchange Act. Except as provided above and except with the prior written consent of Merchants, the Company will not mail or advisable otherwise furnish or as may publish to shareholders of the Company any proxy solicitation material or other material relating to the Merger that constitute a "prospectus" within the meaning of the Securities Act. Merchants shall also take any action required to be reasonably requested taken under any applicable Blue Sky Law in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf issuance of United, CBTC or their respective the shares of Merchants Common Stock to be issued as set forth in this Agreement and the Company and its Subsidiaries shall furnish all information concerning the Company and its Subsidiaries, and the holders of the Company's Common Stock and other assistance as applicable, to any Governmental Authority Merchants may reasonably request in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECaction. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTC, promptly after United 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 United 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. (a) United agrees As promptly as reasonably practicable after the date hereof (which, for the avoidance of doubt, shall be no earlier than the availability of the Delivered Financial Statements), Pace, Newco and the Company shall jointly prepare and mutually agree upon (such agreement not to prepare be unreasonably withheld, conditioned or delayed by the Company, Pace or Newco), and Newco shall file with the SEC, a registration statement on Form S-4 (relating to the “Registration Statement”) to be filed by United with the SEC Transactions and in connection with the issuance registration under the Securities Act of United the shares of Surviving Corporation Class A Common Stock to be issued or issuable in the Merger Mergers to Pace, the shareholders of Pace as of immediately prior to the Effective Time, the Blocker Holders and the Company Holders pursuant to this Agreement (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (as amended from time to time, the “Registration Statement / Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus that will be included therein as a prospectus with respect to Pace and that will be used as a proxy statement with respect to the Pace Shareholders’ Meeting to adopt and approve the Pace Proposals (as defined below) and other matters reasonably related to the Pace Proposals, all in accordance with and as required by the Pace Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this AgreementDesignated Exchange). Each of CBTC Pace, Newco and United agrees to the Company shall use all its reasonable best efforts to to: (i) cause the Registration Statement / Proxy Statement to be declared effective under comply in all material respects with the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees applicable rules and regulations promulgated by the SEC (including, with respect to use all the Company, and without limitation, by using its reasonable best efforts to obtain, prior to the effective date deliver true and complete copies of the Registration Statementaudited or reviewed consolidated balance sheet of the Company and the Company Subsidiaries as required thereunder, and the related audited and unaudited consolidated statements of operations, cash flows and changes in equityholders’ equity of the Company and the Company Subsidiaries for the applicable periods, each prepared in accordance with GAAP and, with respect to any audited financials, audited in accordance with the auditing standards of the PCAOB and the associated audit reports and consents of the Company’s independent registered public accounting firm and with respect to Pace, and without limitation, by using its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated Transactions, if any); (ii) promptly notify the other of, cooperate with each other with respect to, mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by this Agreementthe Company, Pace, or Newco) any response and respond promptly to any comments of the SEC or its staff; (iii) cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by the Company, Pace or Newco) any amendment or supplement to the Registration Statement / Proxy Statement; (iv) have the Registration Statement / Proxy Statement declared effective under the Securities Act, if applicable, as promptly as reasonably practicable after it is filed with the SEC; and (v) keep the Registration Statement / Proxy Statement effective, if applicable, through the Closing in order to permit the consummation of the Transactions. Each of United Pace, Newco and CBTC agrees to the Company shall promptly furnish to the other party parties with all information concerning itselfsuch party, its Subsidiariessubsidiaries, officers, directors Representatives and shareholders and such other matters as that may be reasonably necessary required or advisable or as may be reasonably requested in connection with any action contemplated by this Section 9.01; provided, however, that neither Pace, Newco nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: (A) such party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or (B) to the extent that use of such information is required to avoid violation of applicable Law. Pace will cause the Registration Statement, Statement / Proxy Statement to be mailed to the shareholders of Pace promptly after the Registration Statement is declared effective under the Securities Act. (b) Newco shall promptly advise the Company and Pace of the time of effectiveness of the Registration Statement / Proxy Statement or if any other statementsupplement or amendment has been filed, filingif any, notice the issuance of any stop order relating thereto or application made by the suspension of the qualification of the Surviving Corporation Class A Common Stock for offering or on behalf sale in any jurisdiction, and each of UnitedPace, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger Newco and the other transactions contemplated by this AgreementCompany shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. CBTC The Company, Pace and their counsel shall have the right be given a reasonable opportunity to review and consult with United and approve the form of, and any characterization of such information included in, comment on the Registration Statement prior / Proxy Statement each time before any such document is filed with the SEC, and Newco shall give reasonable and good faith consideration to any comments made by the Company, Pace and their counsel. Newco shall provide the Company, Pace and their counsel with (i) any comments or other communications, whether written or oral, that Newco or its being filed counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement / Proxy Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Newco to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company, Pace or their counsel in any discussions or meetings with the SEC. (bc) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, Pace represents that none of the information supplied by Pace, or to be supplied by it on behalf of Pace for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration / Proxy Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain shall 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, in the light of the circumstances under which they were made, not misleading, and at (i) the time the Registration Statement / Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Pace, (ii) the time of the Pace Shareholders’ Meeting and (iii) the Closing. If, at any time prior to the Closing, any event or circumstance relating to Pace or its officers or directors, should be discovered by Pace which should be set forth in an amendment or a supplement to the Registration Statement / Proxy Statement Statement, Pace shall promptly inform the Company and any an appropriate amendment or supplement thereto willdescribing such information shall be promptly filed with the SEC and, at to the date extent required by Law, disseminated to the shareholders of mailing Pace. All documents that Pace is responsible for filing with the SEC in connection with the Transactions shall comply as to shareholders form and at substance in all material respects with the time applicable requirements of the CBTC Meeting, as Securities Act and the case may be, contain Exchange Act. (d) The Company and Newco represents that the information supplied by the Company or Newco for inclusion in the Registration Statement / Proxy Statement shall 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 or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material factnot misleading, or which will omit to state any material fact necessary in order to make at (i) the statements therein not false or misleading or necessary to correct any statement in any earlier statement in time the Registration Statement / Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Pace, (ii) the time of the Pace Shareholders’ Meeting and (iii) the Closing. Each of CBTC and United further agrees that if it shall become aware If, at any time prior to the date of Closing, any event or circumstance relating to the CBTC Meeting of Company or any information furnished Company Subsidiary or its officers or directors, should be discovered by it the Company that would cause any of the statements should be set forth in the Proxy Statement an amendment or a supplement 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) United agrees to advise CBTC, promptly after United receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed/ Proxy Statement, of the issuance of any stop order or the suspension of the qualification of United Common Stock for offering or sale in any jurisdictionCompany, of the initiation or threat of any proceeding for any such purposeas applicable, or of any request by the SEC for the shall promptly inform Pace and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of Pace. After the Closing, all documents that the Company is responsible for filing with the SEC in connection with the Transactions shall comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. If, in connection with the preparation and filing of the Registration Statement / Proxy Statement, the SEC requests or requires that a tax opinion be prepared and submitted in connection with such Registration Statement, (x) Weil, Gotshal and Xxxxxx LLP shall furnish such opinion, subject to customary assumptions and limitations, as requested or required by the SEC with respect to the Domestication Merger, (y) Xxxxxx & Xxxxxxx LLP shall furnish such opinion, subject to customary assumptions and limitations, as requested or required by the SEC with respect to the tax consequences of the sale of equity of the Company by Company Holders, and (z) the Parties agree to reasonably cooperate with each other and their respective counsel to document and provide factual support for additional informationany such opinions, including by reasonably cooperating to provide customary factual support letters.

Registration Statement. (a) United agrees As promptly as reasonably practicable following the date of this Agreement, and in any event within 45 days following the date of this Agreement, Buyer and the Company agree to prepare cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by United Buyer with the SEC in connection with the issuance of United Buyer Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company relating to the Company Meeting and constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). CBTC Each of Buyer and United the Company agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and use its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under by the Securities Act SEC as promptly as reasonably practicable after the filing thereof. United also The Company agrees to use all reasonable efforts to obtaincooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, prior consents and letters from the Company’s independent registered public accounting firm and other representatives, as applicable, in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Company’s stockholders. (b) Each of United Buyer and CBTC agrees the Company agrees, upon request, to furnish to the other party with all information concerning itself, its Subsidiaries, officersdirectors, directors officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement Statement/Prospectus or any other statement, filing, notice or application made by or on behalf of United, CBTC such other party or their respective Subsidiaries, as applicable, any of its Subsidiaries to any Governmental Authority in connection with the Merger transactions contemplated hereby. Each of Buyer and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United Company agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will 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 therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willthereto, at the date of mailing by or on behalf of the Company to shareholders the Company’s stockholders and at the time of the CBTC Company Meeting, as the case may be, will 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 or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC Buyer and United the Company further agrees that if it shall become aware aware, prior to the date of the CBTC Meeting Company Meeting, of any information furnished by it that would cause any of the statements in the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) United agrees to Buyer will advise CBTCthe Company, promptly after United Buyer 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 United Buyer 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. (a) United BVCC agrees to prepare a registration statement on Form S-4 or other applicable form (the “"Registration Statement”") to be filed by United BVCC with the SEC in connection with the issuance of United BVCC Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC GLB and BVCC constituting a part thereof (the “"Proxy Statement”") and all related documents). CBTC GLB shall prepare and United agree furnish such information relating to cooperateit and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and to cause their respective SubsidiariesGLB, as applicable, to cooperate, with the other and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. GLB agrees to cooperate with BVCC and BVCC's counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United Provided that GLB has cooperated as described above, BVCC agrees to file file, or cause to be filed, the Registration Statement (including and the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC GLB and United BVCC agrees to use all its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United BVCC also agrees to use all its commercially reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions Transaction contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, GLB and BVCC shall each promptly mail at its expense the Proxy Statement to its being filed with the SECstockholders. (b) Each of CBTC GLB and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, BVCC agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the -49- statements therein not misleading, . Each of GLB and (ii) BVCC agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto willshall, at the date of mailing to shareholders GLB's stockholders and at the time of the CBTC GLB Meeting and at the date of mailing to BVCC's stockholders and at the time of the BVCC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC GLB and United BVCC further agrees that if it such party shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) United BVCC agrees to advise CBTCGLB, promptly after United BVCC 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 United BVCC Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent BVCC 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.

Registration Statement. (a) United agrees to prepare As promptly as practicable after the date hereof, the Company shall prepare, and the Company shall file (with SPAC’s assistance) with the SEC a registration statement on Form S-4 F-4 or other appropriate form (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) to be filed by United with the SEC in connection with the issuance registration under the Securities Act of United Common Stock in the Merger Company’s Ordinary Shares and the Company Warrants (including and Company Ordinary Shares underlying the prospectus Company Warrants) to be issued under this Agreement to the holders of United SPAC Shares, and SPAC Warrants, which Registration Statement will also contain a proxy solicitation materials statement of CBTC constituting a part thereof SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC Shareholders for the matters to be acted upon at the SPAC Shareholders’ Meeting and all related documentsproviding the SPAC Shareholders an opportunity in accordance with SPAC Organizational Documents and the IPO Prospectus to have their SPAC Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC Shareholders to vote, at an extraordinary general meeting of the SPAC Shareholders to be called and held for such purpose (the “SPAC Shareholders’ Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transaction, (ii) to the extent required, the issuance of any SPAC Ordinary Shares pursuant to the Subscription Agreements; (iii) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transaction, and (iv) the adjournment of the SPAC Shareholders’ Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, In connection with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Merger, the Company shall (x) file any listing application necessary for the listing of the Company’s Equity Securities on NASDAQ, and (y) file a registration statement (the “1934 Act Registration Statement. United agrees ”) pursuant to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Exchange Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date Company’s listing of the Registration Statement, all necessary state its securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECNASDAQ. (b) Each of CBTC SPAC and United agrees, as to itself the Company shall cooperate and provide the other Party (and its Subsidiaries counsel) with a reasonable opportunity to review and affiliates, as applicable, 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 comment on the Registration Statement and each any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Company, SPAC and their respective equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or reasonably deemed appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, if anywhich information provided by the Company and SPAC, becomes effective under the Securities Actrespectively, shall be true and correct and 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, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 made, in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of CBTC and United further agrees that if it shall become aware prior to the date light of the CBTC Meeting of any information furnished by it that would cause any of circumstances under which they were made, not materially misleading. In connection with the statements in the Proxy Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement, the Company and SPAC will file with the SEC financial and other information about the Transaction in accordance with applicable Law and applicable proxy solicitation and registration statement rules, SPAC Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NASDAQ. (c) United agrees SPAC and the Company shall take any and all reasonable and necessary actions required to advise CBTC, promptly after United receives notice thereof, satisfy the requirements of the time when Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Shareholders’ Meeting and the Redemption. Each of SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement has (and other related materials) if and to the extent that such information is determined to have become effective false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or amendment has been filedsupplemented, to be filed with the SEC and to be disseminated to SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC Organizational Documents. (d) SPAC and the Company, with the assistance of the issuance other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Company shall provide SPAC with copies of any stop order written comments, and shall inform SPAC of any material oral comments, that the Company or its Representatives receive from the suspension SEC or its staff with respect to the Registration Statement, the SPAC Shareholders’ Meeting and the Redemption promptly after the receipt of such comments and shall give SPAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC (with the reasonable cooperation of the qualification of United Common Stock Company) shall distribute the Proxy Statement to SPAC Shareholders and, pursuant thereto, shall call the SPAC Shareholders’ Meeting in accordance with the Cayman Act for offering or sale in any jurisdiction, of a date no later than thirty (30) days following the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, SPAC shall solicit proxies from the SPAC Shareholders to vote in favor of the SPAC Shareholder Approval Matters, as approved by the SPAC Board, which approval shall also be included in the Registration Statement. (f) If on the date for which the SPAC Shareholders’ Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the SPAC Shareholders’ Meeting. SPAC may also adjourn the SPAC Shareholders’ Meeting to establish a quorum or if the SPAC Shareholders have elected to redeem a number of shares of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 7.2(d) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall SPAC adjourn the SPAC Shareholders’ Meeting for additional informationmore than fifteen (15) days later than the most recently adjourned meeting. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board (including any committee thereof) or SPAC shall withdraw, withhold or modify, or publicly propose a change to the SPAC Recommendation. (g) The Company (with reasonable cooperation from SPAC) shall take such reasonable steps as are necessary for the listing of the Company Ordinary Shares and the Company Warrants on NASDAQ and shall provide such information as is necessary to obtain NASDAQ approval of such listing.

Registration Statement. (a) United agrees to As promptly as practicable, the Company will prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United and file with the SEC, and as soon as permitted under applicable regulations of the SEC in connection and provided the F-4 (as such term is hereinafter defined) has become effective, will mail to the shareholders of the Company appropriate proxy materials (hereinafter referred to as the "Proxy Materials"), including a notice of the Meeting, proxy statement (hereinafter referred to as the "Proxy Statement") and form of proxy which comply with the issuance Exchange Act and the applicable regulations of United Common Stock the SEC thereunder. BMO and BFC respectively will furnish to the Company all information concerning BMO and BFC as the Company or its counsel may reasonably request and which is required or customary for inclusion in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents)Materials. CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and The Company shall file the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement Materials in preliminary form) form with the SEC as promptly as reasonably practicable and in any event within 75 days from respond as promptly as practicable to all comments thereon of the SEC with a view toward mailing definitive Proxy Materials at the earliest practicable date (the date of such mailing herein referred to as the "Proxy Mailing Date"). In the Proxy Materials, the Company shall present this Agreement. Each of CBTC Agreement and United 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. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby for approval by this Agreementthe shareholders of the Company at the Meeting. Each The Company shall include in the Proxy Materials a recommendation by its board of United and CBTC agrees to furnish directors to the other party all information concerning itselfshareholders of the Company that this Agreement and the Merger be approved and adopted, subject to its Subsidiariesrights pursuant to Section 2.22. Prior to submitting the Proxy Materials and any amendment, officerssupplement or revision thereof to the SEC or the shareholders of the Company, directors and shareholders once a reasonably final draft of the Proxy Materials or any such amendment, supplement or revision has been prepared, the Company shall distribute such draft and successive drafts of such other matters materials to BMO and its counsel at the same time as may be reasonably necessary such drafts are distributed to persons within the Company or advisable or as may be reasonably requested in connection the Company Subsidiaries and shall provide BMO and its counsel with the Registration Statement, Proxy Statement same opportunity to review and comment upon such drafts as the other persons to whom the drafts are distributed. Prior to responding to any comments of the SEC or any other statementregulatory or supervisory authority relating to the Proxy Materials, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, the Company shall review any proposed responses with BMO and BFC and its counsel. The Company represents to any Governmental Authority BMO and BFC that the Proxy Materials (a) will comply in connection all material respects with the Merger provisions of the Exchange Act and the other transactions contemplated by this Agreement. CBTC shall have rules and regulations of the right to review SEC thereunder and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, 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, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading misleading; PROVIDED, HOWEVER, that in no event, shall the Company be liable for any untrue statement of a material fact or necessary omission to correct any statement in any earlier statement state a material fact in the Proxy Statement Materials made in reliance upon, and in conformity with, written information concerning BMO or any amendment BFC which was furnished by BMO or supplement thereto. Each of CBTC and United further agrees that if it shall become aware prior BFC to the date of the CBTC Meeting 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 StatementCompany. (c) United agrees to advise CBTC, promptly after United 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 United 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. As soon as reasonably practicable after the execution of this Agreement, in accordance with Applicable Law and subject to the requirements of the appropriate Governmental Authorities, (ai) United agrees the Purchaser, the Company WFB and WFS shall cooperate in preparing, and shall cause to be filed with the SEC, a joint proxy statement (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement”) to solicit proxies from (x) the shareholders of the Company in favor of the approval of the Parent Merger and the adoption of this Agreement and (y) the shareholders of WFS in favor of the approval of the Subsidiary Merger and the adoption of this Agreement; and (ii) the Purchaser shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) ,” which shall include the Joint Proxy Statement and a prospectus for Purchaser Shares to be filed by United with the SEC issued in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (Mergers, the “Prospectus”), in connection with the registration under the Securities Act of Purchaser Shares to be issued to the shareholders of the Company and WFS pursuant to the Mergers. The Joint Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, together with the other and its counsel and its accountants in Prospectus, are sometimes hereinafter referred to collectively as the preparation “Disclosure Document.” Each of the Registration Statement Purchaser, the Company, WFB and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to WFS shall use all its commercially reasonable efforts to cause the Registration Statement to be declared become effective under the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtainpracticable, and prior to the effective date of the Registration Statement, the Purchaser shall take all necessary or any action required under any applicable federal or state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested laws in connection with the Registration Statementissuance of Purchaser Shares pursuant to the Mergers. Each of the Purchaser, Proxy Statement or any the Company, WFB and WFS shall furnish all information concerning the Purchaser, the Company, WFB and WFS as the other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority party may reasonably request in connection with the Merger such actions and the other transactions contemplated by this Agreementpreparation of the Disclosure Document and the Registration Statement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, As promptly as practicable after the Registration Statement prior shall have become effective, the Company and WFS shall mail the Disclosure Document to its being filed with the SECtheir respective shareholders. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTC, promptly after United 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 United 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. (a) United agrees Buyer and the Company agree to prepare cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") to be filed by United Buyer with the SEC in connection with the issuance of United the Buyer Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company and, if applicable, Buyer constituting a part thereof (the “"Proxy Statement”/Prospectus") and all related documents). CBTC Each of Buyer and United the Company agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and use its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under by the Securities Act SEC as promptly as reasonably practicable after the filing thereof. United Buyer also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all obtain any necessary state securities law or “Blue Sky” "blue sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and its counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company's independent registered accounting firm in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of United Buyer and CBTC agrees the Company agrees, upon request, to furnish to the other party with all information concerning itself, its Subsidiaries, officersdirectors, directors officers and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement Statement/Prospectus or any other statement, filing, notice or application made by or on behalf of United, CBTC such other party or their respective Subsidiaries, as applicable, any of its Subsidiaries to any Governmental Authority in connection with the Merger transactions contemplated hereby. Each of Buyer and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United Company agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will 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 therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willthereto, at the date of mailing to shareholders and at the time of the CBTC Company Meeting, as the case may be, will 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 or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC Buyer and United the Company further agrees that if it shall become aware prior to the date of the CBTC Meeting Effective Time of any information furnished by it that would cause any of the statements in the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) United agrees to Buyer will advise CBTCthe Company, promptly after United Buyer 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 United Buyer 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. (a) United Each of Acquiror and the Company agrees to prepare a registration statement on Form S-4 (cooperate in the “preparation of the Registration Statement”) Statement to be filed by United Acquiror with the SEC in connection with the issuance of United Common Stock Acquiror ADSs and the underlying Acquiror Ordinary Shares in the Merger (Merger, including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file /Prospectus and the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this AgreementOffering Circular. Each of CBTC Acquiror and United the Company 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. United Acquiror also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United The Company and CBTC agrees Acquiror each agree to furnish to the other party all information concerning itself, its themselves and their Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SECforegoing. (b) Each of CBTC Acquiror and United the Company agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto thereto, and (iii) the Offering Circular, will, at the date of mailing to shareholders and at the time times of each of the CBTC Meeting, as the case may beShareholder Meetings, 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 or any statement thatwhich, in the light of the circumstances under which such statement is made, will be is false or misleading with respect to any 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 communication with respect to the solicitation of any proxy for the same meeting. Each of the Company and Acquiror agrees that the Proxy Statement or any amendment or supplement thereto. Each of CBTC and United further agrees that if it shall become aware prior to (except, in the date case of the CBTC Meeting of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading Company, with respect to any portions thereof prepared by Acquiror, and except, in the case of Acquiror, with respect to portions thereof prepared by the Company) will comply as to form in all material factrespects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, or and the Registration Statement (except, in the case of the Company, with respect to omit portions thereof prepared by Acquiror, and except, in the case of Acquiror, with respect to state any portions thereof prepared by the Company) will comply as to form in all material fact necessary to make respects with the statements therein not false or misleading, to promptly inform requirements of the other party thereof Securities Act and to take the necessary steps to correct rules and regulations of the Proxy StatementSEC thereunder. (c) United agrees to In the case of Acquiror, Acquiror will advise CBTCthe Company, promptly after United Acquiror 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 United Common Stock the Acquiror ADSs and the underlying Acquiror Ordinary 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.

Registration Statement. (a) United agrees to In the event that AngloGold has not received a No-Action Letter within 60 days after the date of this Agreement (or such other date as may be agreed by the parties), AngloGold shall prepare and file with the SEC, as promptly as reasonably practicable thereafter, a registration statement on Form S-4 F-4 (together with any amendments or supplements thereto, the “"Registration Statement”") to register the AngloGold Shares to be filed by United issued pursuant to the Scheme. The Company shall cooperate with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants AngloGold in the preparation of the Registration Statement and shall furnish to AngloGold such information concerning itself and its business as AngloGold may reasonably request in connection with the Proxy Statement. United agrees to file preparation of the Registration Statement (including consolidated financial statements of the Proxy Statement Company and the Company Subsidiaries reconciled to U.S. GAAP and information necessary for the preparation of pro forma financial statements). The Company shall cooperate with AngloGold and AngloGold's counsel in preliminary form) requesting and obtaining appropriate opinions and consents from CIBC and the Company's independent auditor in connection with the SEC as promptly as reasonably practicable and in any event within 75 days from preparation of the date of this AgreementRegistration Statement. Each of CBTC and United agrees to use all reasonable efforts to AngloGold shall cause the Registration Statement to be declared effective under comply in all material respects with applicable Laws and the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date requirements of the Registration Statement, all necessary state any applicable regulatory authority or securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreementexchange. Each of United the Company and CBTC agrees to furnish to AngloGold shall notify the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters promptly of the occurrence of any event or the existence of any condition as may be reasonably a result of which it is necessary to amend or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, supplement the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the CBTC Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein relating to such party, in light of the circumstances present at any time before the Effective Time, not false or misleading or misleading, and if it is necessary to correct amend or supplement the Registration Statement to comply in all material respects with any statement in applicable Laws or the requirements of any earlier statement in the Proxy Statement applicable regulatory authority or any securities exchange. Upon such notification, AngloGold shall cause an appropriate amendment or supplement thereto. Each of CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting of any information furnished by it that would cause any of the statements in the Proxy Registration Statement to be false or misleading filed with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleadingSEC and each other applicable regulatory authority and, to promptly inform the other party thereof extent required by Law, disseminated to holders of Xxxxxxx Shares (and to take the necessary steps to correct the Proxy Statementholders of Xxxxxxx GDSs). (c) United agrees AngloGold shall use its reasonable endeavours to advise CBTC, cause the Registration Statement to become effective as promptly as reasonably practicable. As promptly as practicable after United receives notice thereof, of the time when the Registration Statement has become been declared effective and after the conditions set forth in paragraphs 2.15 and 2.16 of Annex A have been satisfied or any supplement or amendment has been filedwaived, the Company shall mail the Scheme Document and the AngloGold Prospectus to holders of Xxxxxxx Shares (and cause the issuance Scheme Document and the AngloGold Prospectus to be delivered to holders of any stop order or Xxxxxxx GDSs). AngloGold shall provide the suspension of Company with a reasonable opportunity to review and comment upon the qualification of United Common Stock for offering or sale in any jurisdiction, of Registration Statement prior to the initiation or threat of any proceeding for any such purpose, or of any request by filing thereof with the SEC for and take account of all reasonable comments received from the amendment or supplement of Company with respect thereto. All information in the Registration Statement or in the AngloGold Prospectus regarding the Company for additional informationwhich members of the Company Board have to take responsibility shall be in a form approved by the Company. AngloGold shall also provide the Company with any comments that AngloGold may receive from the SEC or its staff with respect to the Registration Statement after receipt of such comments and shall provide the Company with a reasonable opportunity to participate in the response by AngloGold to such comments.

Registration Statement. (a) United PPBI agrees to prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by United PPBI with the SEC in connection with the issuance of United the shares of PPBI Common Stock to the FAB stockholders as part of the Merger Consideration in the Merger (including the proxy statement for the FAB Meeting and prospectus of United and other proxy solicitation materials of CBTC FAB constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC FAB shall prepare and United agree furnish such information relating to cooperateit and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and to cause their respective SubsidiariesFAB, as applicable, to cooperate, with the other and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. FAB agrees to cooperate with PPBI and PPBI’s counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United agrees Provided that FAB has cooperated as described above, PPBI shall use its best efforts to file file, or cause to be filed, the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 thirty (30) days from of the date of this Agreement. Each of CBTC FAB and United PPBI agrees to use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United PPBI also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, FAB shall promptly mail at its expense the Proxy Statement to all of its being filed with the SECstockholders. (b) Each of CBTC FAB and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, PPBI agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to shareholders stockholders and at the time of the CBTC FAB Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC FAB and United PPBI further agrees that if it such party shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) United PPBI agrees to advise CBTCFAB, promptly after United PPBI 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 United PPBI Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent PPBI 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.

Registration Statement. (a) United agrees The Purchaser and the Company agree to prepare cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by United the Purchaser with the SEC in connection with the issuance of United the Purchaser Common Stock and Warrants in the Merger and in connection with the transactions referred to in Sections 1.6(b) and 1.6(c) and the future issuance of shares of the Purchaser Common Stock issuable upon exercise of the Warrants, (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy StatementProspectus”) and all related documents). CBTC Each of the Purchaser and United the Company agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and use its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under by the Securities Act SEC as promptly as reasonably practicable after the filing thereof. United also The Company agrees to use all reasonable efforts cooperate with the Purchaser and the Purchaser’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Company’s independent registered public accounting firm and other representatives, as applicable, in connection with the Registration Statement and the Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its own expense (if the Closing does not occur), shall promptly mail, or cause to obtainbe mailed, prior the Prospectus to the effective date of Stockholders. (b) The Company agrees, upon the Registration StatementPurchaser’s request, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party Purchaser with all information concerning itself, its Subsidiaries, officersdirectors, directors officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement the Prospectus or any other statement, filing, notice or application made by or on behalf of United, CBTC the Purchaser or their respective Subsidiaries, as applicable, any of its Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreementhereby. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United The Company agrees, as to itself and its Subsidiaries Subsidiaries, directors, officers and affiliates, as applicablethe Stockholders, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, and (ii) the Prospectus and any amendment or supplement thereto, at the date of mailing to the Stockholders, will 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 therein, in the light of the circumstances under which they are made, not misleading. The Purchaser agrees, as to itself and its Subsidiaries, directors, and officers, 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 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, and (ii) the Proxy Statement Prospectus and any amendment or supplement thereto willthereto, at the date of mailing to shareholders and at the time of the CBTC MeetingStockholders, as the case may be, will 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 or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any 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 CBTC and United further agrees that if it shall become aware prior to the date of the CBTC Meeting 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) United agrees to advise CBTC, promptly after United 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 United 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. (a) United agrees Each of the Company and Parent will cooperate with respect to prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United and as promptly as practicable prepare, and Parent will file with the SEC as soon as practicable, a 28 32 Registration Statement on Form F-4 (the "Form F-4") under the Securities Act with respect to the issuance pursuant to this Agreement of Parent Shares, which Registration Statement will include the proxy statement/prospectus to be sent to the Company's Stockholders (the "Company Proxy Statement"). Parent and the Company will cause the Form F-4 to comply as to form in connection all material respects with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documents). CBTC and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation applicable provisions of the Registration Statement Securities Act and the Proxy Statementrules and regulations thereunder. United agrees Each of the Company and Parent will use its respective reasonable best efforts to file have the Registration Statement (including the Proxy Statement in preliminary form) with Form F-4 declared effective by the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United 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 thereofsuch filing. United also agrees to Parent will use all its reasonable best efforts to obtain, prior to the effective date of the Registration StatementForm F-4, all any necessary state securities law or “"Blue Sky” " permits and or approvals required to carry out the transactions contemplated by this Agreement. Each of United the Company and CBTC agrees Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Company Proxy Statement to be mailed to the Company"s stockholders as promptly as practicable after the Form F-4 is declared effective under the Securities Act. Each of the Company and Parent shall furnish all information concerning it to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with any such action and the Registration preparation, filing and distribution of the Company Proxy Statement, . Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Form F-4 or the Company Proxy Statement and shall provide the other with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to submitting the Form F-4 (or any other statementamendment or supplement thereto) or filing or mailing the Company Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, filing, notice or application made by or on behalf each of United, CBTC or their respective Subsidiariesthe Company and Parent, as applicablethe case may be, to any Governmental Authority in connection with the Merger and (i) shall provide the other transactions contemplated by this Agreement. CBTC shall have the right party an opportunity to review and consult with United comment on such document or response and approve the form of, and any characterization of (ii) shall include in such information included in, the Registration Statement prior to its being filed with the SECdocument or response all comments reasonably proposed by such other party. (b) Each of CBTC the Company and United Parent agrees, as to itself and its Subsidiaries and affiliates, as applicableSubsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Form F-4, including the Company Proxy Statement and any amendment or supplement thereto will, at the time the Registration Statement and each amendment or supplement thereto, if any, Form F-4 becomes effective under the Securities Act, at the date of mailing to stockholders and at the time or times of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement and . If at any amendment or supplement thereto will, at time prior to the date of mailing the Company Stockholders Meeting any information relating to shareholders and at the time Company or Parent, or any of their respective Affiliates, officers, or directors, should be discovered by the CBTC MeetingCompany or Parent which should be set forth in an amendment to the Form F-4 or a supplement to the Company Proxy Statement, as the case may be, contain so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect not misleading, the party that discovers such information shall promptly notify the other party and, to any material factthe extent required by law, 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 an appropriate amendment or supplement thereto. Each of CBTC and United further agrees that if it describing such information shall become aware prior be promptly filed with the SEC and, to the date extent required by law, disseminated to the stockholders of the CBTC Meeting 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 StatementCompany. (c) United agrees to advise CBTC, promptly after United 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 United 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. (a) United agrees to As soon as reasonably practicable after the date of this Agreement, the Parties will prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by United and file with the SEC the Proxy Statement/Prospectus and the Registration Statement (which will include the Proxy Statement/Prospectus), which shall comply with all of the requirements of the Securities Act and the Exchange Act (and the rules and regulations thereunder) applicable thereto, for the purpose, among other things, of registering the SmartFinancial Common Stock that will be issued to holders of Bancshares Common Stock in connection with the issuance Parent Merger pursuant to Article III of United this Agreement. SmartFinancial shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after the filing thereof, to register or exempt from registration the SmartFinancial Common Stock in to be issued to holders of Bancshares Common Stock under the Merger securities Laws of all applicable jurisdictions (including the prospectus of United federal and proxy solicitation materials of CBTC constituting a part thereof (the “Proxy Statement”) and all related documentsstate). CBTC and United agree to cooperate, and to cause keep the Registration Statement and such registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement. SmartFinancial shall have primary responsibility for preparing and filing the Registration Statement, provided that SmartFinancial shall to the extent practicable afford the Bancshares Parties and their respective Subsidiarieslegal, as applicablefinancial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, to cooperatethe extent permitted by Law, with shall deliver to the other Parties copies of all material filings, correspondence, orders, and its counsel documents with, to, or from Governmental Entities, and its accountants shall promptly relay to the other Parties the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Registration Statement or any documents or materials related thereto. (b) The Parties shall cooperate in the preparation of the Registration Statement and the Proxy Statement. United agrees /Prospectus for the purpose of submitting this Agreement and the transactions contemplated hereby to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date shareholders of this AgreementBancshares for approval. Each of CBTC and United agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act Party will as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, this Agreement furnish all necessary state securities law or “Blue Sky” permits data and approvals required information relating to carry out the transactions contemplated by this Agreement. Each of United it and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, and its and its Subsidiaries’ directors, officers, directors and shareholders shareholders, as the other Parties may reasonably request for the purpose of including such data and information in the Registration Statement and/or the Proxy Statement/Prospectus. The Bancshares Parties expressly agree to cooperate with SmartFinancial and its legal and accounting advisors in requesting and obtaining appropriate opinions, consents, and letters from its financial advisor(s) and independent auditor(s), and in taking such other matters as may be reasonably necessary or advisable or actions as may be reasonably requested by SmartFinancial, in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger Proxy Statement/Prospectus. Each Party covenants and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, agrees that none of the information supplied or to be supplied by it such Party for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each or any amendment or supplement thereto, if any, thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement and Statement/Prospectus or any amendment or supplement thereto will, at on the date of mailing the same is first mailed to shareholders and of Bancshares or at the time of the CBTC Bancshares Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or any statement thatmade therein, in the light of the circumstances under which such statement is they were made, not misleading, or (iii) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law. The Proxy Statement/Prospectus will be false comply as to form, in all material respects, with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or misleading warranty is made by any Party with respect to statements made or incorporated by reference therein based on information supplied by any material fact, other Party for inclusion 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 incorporation by reference in the Proxy Statement or any amendment or supplement theretoStatement/Prospectus. Each of CBTC Party covenants and United further agrees that if it shall become that, in the event such Party becomes aware prior to the date of the CBTC Meeting of any information furnished by it that would cause any of the statements in the Registration Statement or the Proxy Statement Statement/Prospectus, or any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement, 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 such Party will promptly inform the other party Parties thereof in writing and to take the all necessary steps to correct the Proxy Statement. (c) United agrees to advise CBTC, promptly after United 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 United 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 informationProxy Statement/Prospectus, or other document, as applicable.

Registration Statement. (a) United agrees Buyer and the Company agree to prepare cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by United Buyer with the SEC in connection with the issuance of United Buyer Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). CBTC Each of Buyer and United the Company agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and use its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement. Each of CBTC and United agrees to use all reasonable best efforts to cause the Registration Statement to be filed with the SEC within 45 days after the date hereof and to be declared effective under by the Securities Act SEC as promptly as reasonably practicable after the filing thereof. United also The Company agrees to use all reasonable efforts to obtaincooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, prior to consents and letters from the effective date of Company’s independent registered public accounting firm and other representatives, as applicable, in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, all necessary state securities law or “Blue Sky” permits and approvals required the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to carry out the transactions contemplated by this Agreement. its stockholders. (b) Each of United Buyer and CBTC agrees the Company agrees, upon request, to furnish to the other party with all information concerning itself, its SubsidiariesSubsidiaries (with respect to Buyer), officersdirectors, directors officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement Statement/Prospectus or any other statement, filing, notice or application made by or on behalf of United, CBTC such other party or their respective Subsidiaries, as applicable, any of its Subsidiaries to any Governmental Authority in connection with the Merger transactions contemplated hereby. Each of Buyer and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of CBTC and United Company agrees, as to itself and and, with respect to Buyer, its Subsidiaries and affiliates, as applicableSubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will 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 therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willthereto, at the date of mailing to shareholders the Company’s stockholders and at the time of the CBTC Company Meeting, as the case may be, will 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 or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC Buyer and United the Company further agrees that if it shall become aware aware, prior to the date of Company Meeting or, if later, the CBTC Meeting Election Deadline, of any information furnished by it that would cause any of the statements in the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) United agrees to Buyer will advise CBTCthe Company, promptly after United Buyer 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 United Buyer 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. ​ (a) United First Foundation agrees to prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by United First Foundation with the SEC as promptly as practicable after the date hereof in connection with the issuance of United the shares of First Foundation Common Stock to the Company shareholders as the Merger Consideration in the Merger (including the joint proxy statement for the First Foundation Meeting and the Company Meeting and prospectus of United and other proxy solicitation materials of CBTC First Foundation and the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). CBTC The Company shall prepare and United agree furnish such information relating to cooperateit, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to cause their respective Subsidiaries, as applicable, review in advance and comment on such Registration Statement prior to cooperate, its filing and on any amendments or supplements thereto and any written communications with the other SEC in connection therewith. The Company agrees to cooperate with First Foundation and its First Foundation’s counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreement/Prospectus. Each of CBTC the Company and United First Foundation agrees to use all its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United First Foundation also agrees to use all its commercially reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, the Company and First Foundation shall promptly mail at each party’s own expense the Proxy Statement/Prospectus to its being filed with the SEC.all of their respective shareholders. ​ (b) Each of CBTC the Company and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, First Foundation agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Company’s and First Foundation’s respective shareholders and at the time time(s) of the CBTC Company Meeting and the First Foundation Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC the Company and United First Foundation further agrees that if it such party shall become aware prior to the date of effectiveness of the CBTC Meeting Registration Statement of any information furnished by it such party that would cause any of the statements in the Registration Statement or the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement./Prospectus. ​ (c) United First Foundation agrees to advise CBTC, the Company promptly in writing after United First Foundation 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 United First Foundation Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent First Foundation 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.. ​ ​ ​

Registration Statement. (a) United Parent agrees to prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”"REGISTRATION STATEMENT") to be filed by United Parent with the SEC in connection with the issuance of United Parent Common Stock in the Merger (including the proxy statement and prospectus of United and other proxy solicitation materials of CBTC the Company constituting a part thereof (the “Proxy Statement”"PROXY STATEMENT") and all related documents). CBTC The Company shall prepare and United agree furnish such information relating to cooperateit and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and to cause their respective Subsidiariesthe Company, as applicable, to cooperate, with the other and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. The Company agrees to cooperate with Parent and Parent's counsel and its accountants in the preparation of requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. United Provided that the Company has cooperated as described above, Parent agrees to file file, or cause to be filed, the Registration Statement (including and the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 75 days from the date of this Agreementpracticable. Each of CBTC the Company and United Parent agrees to use all its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. United Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. Each of United and CBTC agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, After the Registration Statement prior is declared effective under the Securities Act, the Company shall promptly mail at its expense the Proxy Statement to its being filed with the SECstockholders. (b) Each of CBTC the Company and United agrees, as to itself and its Subsidiaries and affiliates, as applicable, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to shareholders stockholders and at the time of the CBTC Company Meeting, as the case may be, 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 or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any 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 theretomisleading. Each of CBTC the Company and United Parent further agrees that if it such party shall become aware prior to the date of the CBTC Meeting Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) United Parent agrees to advise CBTCthe Company, promptly after United Parent 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 United Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent 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.