Common use of Regulatory Filings Clause in Contracts

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to promptly prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or cause advisable to be made such consummate the Transactions and any other filings required of such Party or any of its Affiliates under any Laws with respect to transactions contemplated by this Agreement and the other Transaction Documents Bank Merger Agreement and to pay comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities; and any fees due initial filings with Governmental Authorities (other than the Proxy Statement) shall be made by Parent as soon as reasonably practicable after the execution hereof. Each of it Parent and the Company shall have a reasonable time to review such filings in connection advance, and to the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; (b) cooperate . Each party hereto agrees that it shall consult with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws parties hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform Bank Merger Agreement, and each party shall keep the other Party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (andb) Each party agrees, at upon request, to furnish the other Party’s reasonable requestparties with all information concerning itself, supply to its Subsidiaries, directors, officers and stockholders and such other Party) any communication (matters as may be reasonably necessary or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date of this Agreement Execution Date until the Closing, each of the : (a) Buyer and the Seller shall, and shall cause their respective Affiliates to: , (ai) make or cause to be made such other the filings required of such Party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents Transactions and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; , and in any event within ten (b10) Business Days after the Execution Date, (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; , (ciii) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents Transactions as promptly as is reasonably practicable; , (div) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filings; , (ev) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, actions and proceedings with Governmental Bodies Authorities relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (fvi) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosedpracticable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, documents or other materials; , (gvii) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body Authority with respect to this Agreement and the other Transaction Documents; Transactions, and (hviii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging the transactions contemplated by this Agreement and or the other Transaction Documents Transactions as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting meeting. (b) In connection with any such filings, Buyer shall cooperate in good faith with Governmental Authorities and, subject to Section 7.3(c), undertake promptly any and all commercially reasonable action required to complete lawfully the transactions contemplated by this Agreement and the Transactions. Buyer shall be entitled to direct any proceedings or discussionnegotiations with any Governmental Authority to the extent, and only to the extent, relating to any such actions, provided that it shall allow Seller to participate in each and every communication relating to any such actions. (c) Notwithstanding anything provided in this Agreement to the contrary, neither Seller nor Buyer nor any of their respective Affiliates shall have any obligation to sell, divest, dispose, license, lease, operate, conduct in a specified manner, hold separate or discontinue or restrict or limit any assets, businesses, product lines, licenses, operations or interests to obtain the approval of any Governmental Authority.

Regulatory Filings. From (a) Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and the Bank Merger Agreement; and provided that the Company has reasonably cooperated in all material respects as described above, any initial filings with Governmental Authorities shall be made by Parent as promptly as reasonably practicable, after the date hereof. Each of this Agreement until Parent and the ClosingCompany shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any Governmental Authority or third party in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Buyer Parent and the Seller shallCompany agrees to act reasonably and as promptly as practicable. Each of Parent and the Company agrees that it shall consult with the other Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all Governmental Authorities and third parties necessary or advisable to consummate the transactions contemplated hereby, and each of Parent and the Company shall cause their respective Affiliates to: keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (ab) make or cause Each of Parent and the Company agrees, upon request, to be made furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other filings required matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Affiliates under Subsidiaries to any Laws third party or Governmental Authority in connection with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionhereby.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Each Party or any of will employ its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under promptly and properly prepare and file all necessary documentation to obtain its respective Required Regulatory Approvals. Each Party will promptly file any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, additional information requested by any Governmental Body Entity as soon as practicable after receipt of a request for additional information. The Parties will cooperate fully with each other in respect of all reasonable respects in promptly seeking to obtain the Required Regulatory Approvals. Each Party will have the right to review and approve in advance, with such filings; (e) consult and cooperate approvals not to be unreasonably withheld or delayed, all Filings with Governmental Entities to be made by the other Party in connection with any analysesthe transactions contemplated by this Agreement; provided, appearanceshowever, presentationsthat with respect to information filed under the HSR Act, memoranda, briefs, arguments, each of the Parties may withhold from the other Party such information as it reasonably regards to be confidential. Each Party will coordinate and opinions made or submitted by or on behalf of any Party cooperate with one another in exchanging such information and providing such reasonable assistance as may be requested in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting Filings. Each Party will promptly supply the other with copies of all non-confidential correspondence, Filings or communications (or memoranda setting forth the substance thereof) between such Party to review in advance any proposed written communication between it or its representatives and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality Entity or members of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body their respective staffs with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby hereby. No Party will, in bad faith, take any action that will have the effect of delaying, impairing or therebyimpeding the receipt of any Required Regulatory Approvals. If a Each Party or will bear its own costs for the preparation of any such Filings, except that the amount of its Affiliates intends any filing fees for all Filings made pursuant to participate in any meeting or discussion with any Governmental Body with respect to such filings, it the HSR Act shall give the other Party reasonable prior notice of, be borne 50% by Buyer and an opportunity to participate in, such meeting or discussion50% by Seller.

Regulatory Filings. From Each of Parent and MFFB shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the date of this Agreement until the Closing, each HSR Act in respect of the Buyer and the Seller shalltransactions contemplated by this Agreement, and shall cause use their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or applicable waiting periods under any applicable Laws with respect to this Agreement the HSR Act as soon as practicable. Each of Parent and MFFB, acting solely through counsel, will (i) promptly notify the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply any written communication to such other Party) any communication (or other correspondence or memoranda) that party from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, includingAuthority and, subject to applicable Law; permitting the HSR Act, if practicable, permit the other Party party to review in advance any proposed written communication to any such Governmental Authority and incorporate such other party’s reasonable comments thereto, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and (iii) furnish the other party with copies of all correspondence, filings and written communications between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and their respective representatives on one hand, and any such Governmental Authority and its respective staff on the other Laws for additional informationhand, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the transactions contemplated hereby. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of the HSR Act or any other Transaction Documents; law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Authority that would make the transactions contemplated by this Agreement illegal or would otherwise prohibit or materially impair or delay the consummation thereof, each of Parent and (h) MFFB shall cooperate in all respects with the other and use its commercially reasonable efforts to contest resolve any and resist any action or proceeding instituted (or threatened in writing all objections as may be asserted with respect to be instituted) by any Governmental Body challenging this Agreement under the HSR Act. Notwithstanding the foregoing, Parent and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event MFFB shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) not be required to agree to, enter into or offer take any commercially unreasonable action that substantially impairs the overall benefits expected to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of be realized from the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any consummation of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionset forth herein.

Regulatory Filings. From (a) Subject to the date terms and conditions of this Agreement, Buyer and Seller shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement until (collectively, the Closing“Regulatory Approvals”). Notwithstanding anything to the contrary in this Agreement, Buyer waives any rights against Seller and its Subsidiaries with respect to non-compliance by Seller or its Subsidiaries with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: , (ai) make or cause to be made such other all filings required of such Party each of them or any of its their respective Affiliates under the Competition Laws of the jurisdictions set forth in Schedule 5.03(b) with respect to the transactions contemplated hereby as promptly as practicable and, in any event, on or prior to January 4, 2011, (ii) use reasonable best efforts to comply at the earliest practicable date with any request under any Competition Law for additional information, documents, or other materials received by each of them or any of their respective Affiliates from any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority 47 under any Competition Laws with respect to this Agreement and any such filing or any such transaction. Each Party shall use its reasonable best efforts to furnish to the other Transaction Documents and Party all information required for any application or other filing to pay be made pursuant to any fees due of it Law in connection with such filingsthe transactions contemplated by this Agreement (including, in each case as promptly as is reasonably practicable; (b) cooperate to the extent permitted by Law, responding to any reasonable requests for copies of documents filed with the other Party and furnish all information in such non-filing Party’s possession prior filings). Buyer and Seller shall permit each other to review in advance any proposed communication to any Governmental Authority, subject to applicable Law and provided that is necessary in connection with such the Parties shall not be required to provide each other material related to a Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination valuation of the notice or waiting periods transactions contemplated hereby. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under any applicable Laws with respect to this Agreement Section 5.03 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, and the recipient shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other Transaction Documents as promptly as representatives of the recipient or their Affiliates, unless express written permission is reasonably practicable; (d) obtained in advance from the source of the materials. Each such Party shall promptly inform the other Party hereto of (and, at the other Party’s reasonable request, supply to such other Party) any oral communication (or other correspondence or memoranda) from or towith, and any proposed understanding or agreement provide copies of written communications with, any Governmental Body Authority regarding any such filings or any such transaction. No Party hereto shall independently participate in any meeting with any Governmental Authority in respect of any such filings; (e) , investigation, or other inquiry without giving the other Party hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to Law, the Parties hereto will consult and cooperate with the other Party one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions proposals made or submitted by or on behalf of any Party hereto relating to proceedings under the Competition Laws. Buyer shall pay all filing fees in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates filings under the HSR Act Competition Laws. (c) In furtherance and any other Laws for additional informationnot in limitation of the actions and obligations described in Section 5.03(b), documents, or other materials; (g) each Party shall use commercially its reasonable best efforts to resolve any objections such objections, if any, as may be asserted by any Governmental Body Authority with respect to the transactions contemplated by this Agreement and under the other Transaction Documents; and Competition Laws. In connection therewith, if any Action is instituted (hor threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Competition Law, each Party shall use commercially its reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Buyer and Seller decide that litigation is not in their respective best interests. Each Party shall use its reasonable best efforts to take such action or proceeding instituted (or threatened in writing as may be required to be instituted) by any Governmental Body challenging cause the expiration of the notice periods under the Competition Laws with respect to such transactions as promptly as possible after the execution of this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding Agreement. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, Buyer shall have the Transaction Documents right to direct all discussions, matters, proceedings or negotiations relating to any of Action brought under any Competition Laws regarding the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends hereby; provided that Seller shall have the right, to the extent permitted by such Governmental Authority, to participate in any meeting discussion or discussion meetings with any Governmental Body Authority. (d) Buyer further agrees that it shall, to the extent necessary to obtain the waiver or consent from any Governmental Authority required to satisfy the conditions set forth in Section 8.01(a) or Section 8.01(b), as applicable, or to avoid the entry of or have lifted, vacated or terminated any Closing Legal Impediment, use its reasonable best efforts, to undertake a sufficient accommodation with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting Business or discussionthe Business’s assets as may be required by a Governmental Authority in connection with any Competition Laws.

Regulatory Filings. From (a) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the date of transactions contemplated by this Agreement until as soon as practicable. Company and Purchaser shall have the Closingright to review in advance, and, to the extent practicable each shall consult the other on, in each case subject to applicable laws relating to the exchange of information, as the case may be, and any of their respective subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided that neither Purchaser nor Company shall be required to provide the other with confidential portions of any filing with a Governmental Entity to the extent prohibited by applicable Law. In exercising the foregoing right, each of the Buyer parties shall act reasonably and the Seller shall, and as promptly as practicable. The parties shall cause their respective Affiliates to: (a) make or cause to be made such consult with each other filings required of such Party or any of its Affiliates under any Laws with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other Transaction Documents and apprised of the status of matters relating to pay any fees due completion of it in connection with such filings, in each case as promptly as is reasonably practicable; the transactions contemplated by this Agreement. (b) cooperate with Each of Purchaser and Company agrees, upon request, to furnish the other Party and furnish with all information in such Party’s possession that is necessary in connection with concerning itself, its subsidiaries, directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionEntity.

Regulatory Filings. From Within ten (10) Business Days, or as promptly as reasonably practicable, after the date hereof, the Company shall make, or cause to be made, the filings required of this Agreement until it or any of its Subsidiaries or Affiliates under the ClosingElectronic Money Institution Regulations with respect to the Transactions. The Parties shall make, each of the Buyer and the Seller shallor cause to be made, and as promptly as practicable, all filings necessary to obtain all other Regulatory Approvals. The Parties shall cause use their respective Affiliates commercially reasonable efforts to: (a) make or cause respond to be any requests for additional information made such other filings required of such Party or by any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicableGovernmental Authority; (b) cooperate with provide the other Party Parties with a reasonable opportunity to review and furnish all comment on any filing, submission, response to an information request or other (verbal or written) communication to be submitted or made to any Governmental Authority and such receiving party shall consider any such received comments in such Party’s possession that is necessary in connection with such other Party’s filingsgood faith; (c) use commercially reasonable efforts to cause the expiration or termination keep each other apprised of the notice or waiting periods under status of matters relating to any applicable Laws with respect to Regulatory Approval contemplated by this Agreement and the other Transaction Documents as promptly as is reasonably practicableor any Ancillary Agreement; (d) promptly inform advise the other Party of Parties (and, at the other Party’s reasonable requestwhere applicable, supply to such other Partyprovide a copy) of any communication (written or other correspondence or memoranda) verbal communications that it receives from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filingsfilings (including in respect of any supplementary filings or submissions) and otherwise in connection with satisfying the Regulatory Approvals; (e) provide the other Parties with a reasonable opportunity to participate in any meetings with any Governmental Authority (subject to any opposition by a Governmental Authority to a particular party’s participation in such meeting) and participate in, or review, any material communication before it is made to any Governmental Authority; and (f) consult and cooperate with the each other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions proposals made or submitted by or on behalf of any each Party in connection with all meetings, actions, discussions, and judicial proceedings with Governmental Bodies under or relating to such filingsRegulatory Approval. Notwithstanding the foregoing, including, subject each Party has the right to applicable Law; permitting redact or otherwise exclude the other Party Parties from receiving any confidential competitively sensitive information required to be shared under this Section 6.06; provided that such other Parties’ external counsel shall be entitled to receive such confidential competitively sensitive information on an external counsel only basis. The Parties shall: (i) not agree to an extension of any waiting period or review in advance any proposed being undertaken by a Governmental Authority without the other Parties’ prior written communication between it consent; and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (gii) use commercially reasonable efforts to resolve cause any objections as may be asserted by any Governmental Body with respect applicable waiting periods to this Agreement and terminate or expire at the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionearliest possible date.

Regulatory Filings. From (a) Subject to the date terms and conditions of this Agreement, Buyer and Seller shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement until (collectively, the Closing“Regulatory Approvals”). Notwithstanding anything to the contrary in this Agreement, Buyer waives any rights against Seller and its Subsidiaries with respect to non-compliance by Seller or its Subsidiaries with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: , (ai) make or cause to be made such other all filings required of such Party each of them or any of its their respective Affiliates under the Competition Laws of the jurisdictions set forth in Schedule 5.03(b) with respect to the transactions contemplated hereby as promptly as practicable and, in any event, on or prior to January 4, 2011, (ii) use reasonable best efforts to comply at the earliest practicable date with any request under any Competition Law for additional information, documents, or other materials received by each of them or any of their respective Affiliates from any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under any Competition Laws with respect to this Agreement and any such filing or any such transaction. Each Party shall use its reasonable best efforts to furnish to the other Transaction Documents and Party all information required for any application or other filing to pay be made pursuant to any fees due of it Law in connection with such filingsthe transactions contemplated by this Agreement (including, in each case as promptly as is reasonably practicable; (b) cooperate to the extent permitted by Law, responding to any reasonable requests for copies of documents filed with the other Party and furnish all information in such non-filing Party’s possession prior filings). Buyer and Seller shall permit each other to review in advance any proposed communication to any Governmental Authority, subject to applicable Law and provided that is necessary in connection with such the Parties shall not be required to provide each other material related to a Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination valuation of the notice or waiting periods transactions contemplated hereby. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under any applicable Laws with respect to this Agreement Section 5.03 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, and the recipient shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other Transaction Documents as promptly as representatives of the recipient or their Affiliates, unless express written permission is reasonably practicable; (d) obtained in advance from the source of the materials. Each such Party shall promptly inform the other Party hereto of (and, at the other Party’s reasonable request, supply to such other Party) any oral communication (or other correspondence or memoranda) from or towith, and any proposed understanding or agreement provide copies of written communications with, any Governmental Body Authority regarding any such filings or any such transaction. No Party hereto shall independently participate in any meeting with any Governmental Authority in respect of any such filings; (e) , investigation, or other inquiry without giving the other Party hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to Law, the Parties hereto will consult and cooperate with the other Party one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions proposals made or submitted by or on behalf of any Party hereto relating to proceedings under the Competition Laws. Buyer shall pay all filing fees in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates filings under the HSR Act Competition Laws. (c) In furtherance and any other Laws for additional informationnot in limitation of the actions and obligations described in Section 5.03(b), documents, or other materials; (g) each Party shall use commercially its reasonable best efforts to resolve any objections such objections, if any, as may be asserted by any Governmental Body Authority with respect to the transactions contemplated by this Agreement and under the other Transaction Documents; and Competition Laws. In connection therewith, if any Action is instituted (hor threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Competition Law, each Party shall use commercially its reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Buyer and Seller decide that litigation is not in their respective best interests. Each Party shall use its reasonable best efforts to take such action or proceeding instituted (or threatened in writing as may be required to be instituted) by any Governmental Body challenging cause the expiration of the notice periods under the Competition Laws with respect to such transactions as promptly as possible after the execution of this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding Agreement. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, Buyer shall have the Transaction Documents right to direct all discussions, matters, proceedings or negotiations relating to any of Action brought under any Competition Laws regarding the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends hereby; provided that Seller shall have the right, to the extent permitted by such Governmental Authority, to participate in any meeting discussion or discussion meetings with any Governmental Body Authority. (d) Buyer further agrees that it shall, to the extent necessary to obtain the waiver or consent from any Governmental Authority required to satisfy the conditions set forth in Section 8.01(a) or Section 8.01(b), as applicable, or to avoid the entry of or have lifted, vacated or terminated any Closing Legal Impediment, use its reasonable best efforts, to undertake a sufficient accommodation with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting Business or discussionthe Business’s assets as may be required by a Governmental Authority in connection with any Competition Laws.

Regulatory Filings. From the date of this Agreement until the Closing, : (a) each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: to (ai) make or cause to be made such other the filings required of such Party party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; , and in any event within ten Business Days after the date hereof, (bii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; , (ciii) use commercially reasonable efforts Reasonable Efforts to cause the expiration or termination of the notice or waiting periods under the HSR Act and any applicable other Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents as promptly as is reasonably practicable; , (div) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filings; , (ev) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, actions and proceedings with Governmental Bodies Authorities relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (fvi) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosedpracticable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, documents or other materials; , (gvii) use commercially reasonable efforts Reasonable Efforts to resolve any objections as may be asserted by any Governmental Body Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents; and (hviii) use commercially reasonable efforts Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging the transactions contemplated by this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting meeting. (b) In connection with any such filings, Buyer shall cooperate in good faith with Governmental Authorities and undertake promptly any and all action required to complete lawfully the transactions contemplated by this Agreement, including proffering and consenting to a governmental order providing for the sale or discussionother disposition, or the holding separate, of particular assets, categories of assets or lines of business, either of the Companies’ or of Buyer or any of its Affiliates. The entry by any Governmental Authority of a governmental order permitting the consummation of the transactions contemplated hereby but requiring any of the assets or lines of business of Buyer or its Affiliates to be held separate thereafter (including the business and assets of the Companies) shall not be deemed to be a failure to satisfy any of the conditions set forth in Article VIII.

Regulatory Filings. From the date (a) Each of this Agreement until the Closing, each of the Buyer BCB and the Seller shall, Pamrapo shall cooperate and shall cause their respective Affiliates to: (a) make or cause Subsidiaries to be made such other cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings required and to obtain all permits, consents, approvals and authorizations of such Party or any of its Affiliates under any Laws with respect all third parties and Governmental Entities necessary to this Agreement consummate the Merger and Subsidiary Merger and the other Transaction Documents transactions contemplated hereby; and any initial filings with Governmental Entities shall be made by BCB as soon as reasonably practicable after the execution hereof and shall use its best efforts to make the initial filings with government entities within 31 days after receipt of Pamrapo information to be included in such applications. Each of BCB and Pamrapo shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed), and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Entity in connection with the Merger and Subsidiary Merger. In exercising the foregoing right, each of such Party agrees to act reasonably and as promptly as is reasonably practicable; (b) cooperate . Each Party hereto agrees that it shall consult with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws hereto with respect to this Agreement the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform Merger and Subsidiary Merger, and each Party shall keep the other Party apprised of the status of material matters relating to completion of the Merger. (andb) Each Party agrees, at the other Party’s reasonable upon request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with furnish the other Party with all information concerning itself, its Subsidiaries (if applicable), directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and their Subsidiaries (if applicable) to any other Laws for additional information, documents, third party or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionEntity.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other filings required reasonable advance notice of all meetings with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such Party or any of its Affiliates under any Laws meetings, (iii) keep the other party reasonably apprised with respect to this Agreement and any oral communications with any Governmental Authority regarding the other Transaction Documents and to pay any fees due of it in connection with such filingsOffer or the Merger, in each case as promptly as is reasonably practicable; (biv) cooperate with in the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination filing of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and opinions the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or submitted counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 9.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or on behalf as appropriate to protect confidential business information or the attorney client privilege or attorney work product. (b) Each of Parent, Merger Sub and the Company shall cooperate with one another to (i) promptly determine whether any Party other filings are required to be or should be made, and whether any other consents, approvals, permits or authorizations are required to be or should be obtained, in each case from any Governmental Authority under any other applicable Law in connection with all meetings, actions, discussionsthe transactions contemplated hereby, and proceedings with Governmental Bodies relating to such (ii) promptly make any filings, includingfurnish information required in connection therewith and seek to obtain timely any such consents, subject to applicable Law; permitting permits, authorizations, approvals or waivers that the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing parties determine are required to be institutedor should be made or obtained in connection with the transactions contemplated hereby. (c) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding Notwithstanding anything to the contrary in this Agreement Agreement, in connection with any filing or submission required or action to be taken by either Parent or the other Transaction DocumentsCompany to consummate the Offer and the Merger, in no event shall Buyer, Seller Parent or any of their respective its Subsidiaries or Affiliates be obligated to propose or agree to accept any member of the Company Group (including direct and indirect equity owners) be required to agree toundertaking or condition, enter into or offer to enter into any agreement consent decree, to make any divestiture or consent order requiring divestitureaccept any operational restriction, hold-separate, business limitation, limitation or take or commit to take any action (i) the effectiveness or consummation of which is not conditional on conduct or governance the consummation of the BuyerOffer and the Merger or (ii) that individually or in the aggregate (x) is or would reasonably be expected to be materially adverse (with materiality, Sellerfor purposes of this provision, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member being measured in relation to the size of the Company Group and its Subsidiaries taken as a whole) to (including direct A) the Company and indirect equity owners)its Subsidiaries, taken as a whole, or similar arrangement Parent and its Subsidiaries, taken as a whole, either before or undertaking after giving effect to the Offer or the Merger, or (B) Parent’s ownership or operation of any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or (y) would reasonably be expected to deny Parent the material benefit of the bargains contemplated by the transactions contemplated by this Agreement (any such actions are herein referred to as “Adverse Regulatory Effects”). The Company shall agree, if requested by Parent in connection with this Agreementwriting, the Transaction Documents or to commit to take any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body forgoing actions with respect to the assets or business of the Company in furtherance of this Section 8.2; provided, however, that any such filings, it shall give action may be conditioned upon the consummation of the Merger and other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionTransactions contemplated by this Agreement.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) Each of the Parent and the Company shall promptly (and, with respect to the filings and submissions under the HSR Act, in any event within ten (10) Business Days) after the date hereof, make or cause to be made such other all filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates submissions under the HSR Act and any other applicable Laws in connection with the consummation of the transactions contemplated herein (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the equivalent, if available, with respect to any such other applicable Laws). Prior to execution of the BlueCielo Purchase Agreement, neither the Parent nor the Company shall, or shall permit any of its Affiliates to, make or cause to be made any filings or submissions with any Governmental Entity with respect to the transfer of BlueCielo RUS without the prior written consent of the other Party. In connection with the consummation of the transactions contemplated herein, each of the Parent and the Company shall promptly comply with any additional requests for additional information, documents, including requests for production of documents and production of witnesses for interviews or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted depositions by any Governmental Body Entities. Subject to limitations set forth in this Section 7.03, each of the Parent and the Company shall cooperate in good faith with respect any Governmental Entities and shall use its reasonable best efforts to consummate the Merger and to cause the condition set forth in Sections 8.01(d) and 8.01(f) to be satisfied as promptly as practicable, and undertake any and all action required to complete the transactions contemplated by this Agreement prior to the Outside Date and the other Transaction Documentslawfully; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, provided that, notwithstanding anything to the contrary in this Agreement or Agreement, neither the other Transaction DocumentsParent nor any of its Affiliates shall be required to, in no event nor shall Buyerthe Company, the Seller Representative or any of their respective Affiliates or any member Affiliates, without the prior written consent of the Company Group (including direct and indirect equity owners) be required Parent, agree to agree or proffer to, enter into divest, hold separate, or offer to enter into any license or similar agreement with respect to, or consent order requiring divestitureagree to any undertaking to restrict the ownership or operation of, hold-separate, business limitation, limitation on or agree to conduct or governance operate in a specified manner, any portion of the BuyerCompany’s business, Seller, the Parent or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of Affiliates. (b) The Parent and the Company Group (including direct shall diligently assist and indirect equity owners), or similar arrangement or undertaking cooperate with each other in preparing and filing any and all written communications that are to be submitted to any Governmental Entities in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby and in obtaining termination or thereby. If a Party expiration of the waiting period under the HSR Act or any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained in connection with the transactions contemplated hereby, which assistance and cooperation shall include: (i) promptly providing the other Party with copies of its Affiliates intends all written communications to or from any Governmental Entity relating to any notification under the HSR Act or any required consent, waiver, authorization or approval; provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law; provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (ii) keeping the other Party reasonably informed of any communication received or given in connection with any proceeding by the first Party, in each case, regarding the Merger; and (iii) permitting the other Party to review and consider in good faith the other Party’s reasonable comments in any communication given by it to any Governmental Entity or in connection with any proceeding related to the HSR Act or other applicable Law, in each case regarding the Merger. Neither the Parent nor the Merger Sub, on the one hand, nor the Company, on the other hand, shall initiate, or participate in any meeting or discussion with any Governmental Body Entity with respect to such any filings, it shall give applications, investigation, or other inquiry regarding the Merger or filings under the HSR Act or other applicable Law without giving the other Party Party(ies) reasonable prior notice ofof the meeting or discussion and, to the extent permitted by the relevant Governmental Entity and an applicable Law, the opportunity to attend and participate in, in such meeting or discussion. All filing fees under the HSR Act and under any other applicable Laws shall be borne fifty percent (50%) by the Parent and fifty percent (50%) by the Participating Securityholders. (c) The Company, Parent and Merger Sub shall cooperate in timely providing all assurances, communications, notices, disclosures and submissions required or contemplated by or otherwise made pursuant to the National Industrial Security Program Operating Manual or other applicable national security directives, forms and instructions issued by the Department of Defense, Defense Security Service (“DSS”), other applicable Cognizant Security Agency as designated by a customer with respect to a Government Contract (“CSA”), or any applicable Governmental Entity under the Investment Canada Act, or as otherwise requested by DSS or such other Governmental Entities in connection with the transactions contemplated by this Agreement. The Company shall, and shall cause its Subsidiaries and Affiliates to, cooperate with Parent and Merger Sub and support and facilitate all such communications and submissions regarding the transactions contemplated by this Agreement (including but not limited to a notice to DSS or CSA or any other applicable Governmental Entity of the transaction upon the signing of this Agreement).

Regulatory Filings. From (a) Subject to the date terms and conditions of this Agreement until the ClosingAgreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation necessary to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, waivers and other confirmations, in each case, required to be made with or obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”); provided that neither Parent, the Sellers nor their respective Affiliates shall have any obligation to make payments to any third party in connection with obtaining any Regulatory Approvals. In furtherance and not in limitation of the Buyer foregoing, each Party and their respective Affiliates shall not extend any waiting period or comparable period under the Seller HSR Act or any other Competition Law or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other Party hereto (not to be unreasonably withheld, conditioned or delayed). (b) In furtherance and not in limitation of the foregoing, each Party shall, and shall cause their respective Affiliates to: , (ai) make or cause to be made such other all filings required of such Party or any of its Affiliates under any the HSR Act and the other Competition Laws of the jurisdictions set forth in Schedule 5.03(b) with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case transactions contemplated hereby as promptly as is reasonably practicable; practicable and, in any event, within ten (b10) Business Days after the date hereof, (ii) comply at the earliest practicable date with any request under the HSR Act and any other Competition Law for additional information, documents or other materials received by any such Party or any of its Affiliates from any Governmental Authority in respect of such filings or such transactions (each, a “Second Request”) and (iii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary Parties in connection with any such filing and in connection with resolving any investigation or other Party’s filings; (c) use commercially reasonable efforts to cause inquiry of any Governmental Authority under the expiration HSR Act or termination of the notice or waiting periods under any applicable other Competition Laws with respect to any such filing or any such transaction. Each Party shall use its reasonable best efforts to furnish to the other Parties all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement (including, to the extent permitted by Law, responding to any reasonable requests for copies of documents filed with the non-filing Party’s prior filings). Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 5.03 as “outside counsel only.” Such materials and the other Transaction Documents as promptly as information contained therein shall be given only to the outside legal counsel of the recipient, and the recipient shall cause such outside counsel not to disclose such materials or information to any Representatives of the recipient or their Affiliates, unless express written permission is reasonably practicable; (d) obtained in advance from the source of the materials. Each Party shall promptly inform the other Party Parties of (and, at the other Party’s reasonable request, supply to such other Party) any oral communication (or other correspondence or memoranda) from or towith, and any proposed understanding or agreement provide copies of written communications with, any Governmental Body Authority regarding any such filings or any such transaction and shall discuss with and permit the other Parties to review in advance any proposed written communications to any such Governmental Authority. No Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings; (e) , investigation, or other inquiry without giving the other Party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with the other Party one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act or any other Competition Laws. Parent and Buyer shall each pay 50% of all filing fees in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates filings under the HSR Act and any other Laws for additional informationapplicable Competition Laws. (c) In furtherance and not in limitation of the actions and obligations described in Section 5.03(b), documents, or other materials; (g) Buyer shall use commercially its reasonable best efforts to resolve any objections such objections, if any, as may be asserted by any Governmental Body Authority with respect to the transactions contemplated by this Agreement under the HSR Act and other applicable Competition Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of the HSR Act or any other Competition Law, Buyer shall use its reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Parties decide that litigation is not in their respective best interests. Buyer shall use its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act and other applicable Competition Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (d) Buyer further agrees that it shall, to the extent necessary to obtain the Regulatory Approvals required to satisfy the conditions set forth in Section 8.01(a) or Section 8.01(b), as applicable, or to avoid the entry of or have lifted, vacated or terminated any Closing Legal Impediment, take the following actions: (i) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, and in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, the sale, divestiture or disposition (including by licensing any Intellectual Property) of any assets of the Business and/or any other assets or businesses of Buyer or any of its Affiliates (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); (ii) terminate any existing relationships and contractual rights and obligations; (iii) otherwise offer to take or offer to commit to take any action which it is capable of taking and, if the offer is accepted, take or commit to take such action, that limits its freedom of action with respect to, or its ability to retain, any of the assets of the Business and/or any other assets or businesses of Buyer or any of its Affiliates (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); and (hiv) use commercially reasonable efforts to contest and resist take promptly, in the event that any action permanent or proceeding instituted (preliminary injunction or threatened in writing other order is entered or becomes reasonably foreseeable to be instituted) entered in any Action that would make consummation of the transactions contemplated by any Governmental Body challenging this Agreement and the other Transaction Documents as violative unlawful or that would prevent or materially delay consummation of any Law; provided, that, notwithstanding anything to the contrary in transactions contemplated by this Agreement or and the other Transaction Documents, in no event any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clauses (i), (ii) and (iii) of this Section 5.03(d)) necessary to vacate, modify or suspend such injunction or order. For the avoidance of doubt, Buyer’s obligations under this Section 5.03 shall Buyerbe absolute and not qualified by “reasonable best efforts.” For the further avoidance of doubt, Seller the Parties agree that Parent’s and Sellers’ obligations under this Section 5.03 shall not include any obligation on the part of Parent, the Sellers or any of their respective Affiliates to commit to or any member effect, by consent decree, hold separate orders, trust or otherwise the sale or disposition of the Company Group such of its assets or businesses (including direct and indirect equity ownersthe Business) as may be required to agree to, enter into or offer be divested in order to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of avoid the Buyer, Sellerentry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or preceding, that would otherwise have the effect of UNIT PURCHASE AGREEMENT 40 their respective Affiliates preventing, materially delaying or any member of limiting the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any consummation of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionby this Agreement.

Regulatory Filings. From (a) Without limiting the date generality of the provisions of Section 7.1 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement until as promptly as practicable and to comply with the Closingterms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Buyer parties hereto shall act reasonably and as promptly as practicable. Parent and the Seller shallCompany shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioned. (b) Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making and submitting the applications, notices, petitions and filings contemplated by this Section 7.2, (ii) subject to applicable Laws and Orders, supply the other with any information that may be required in order to effectuate such applications, notices, petitions and filings, and shall cause their respective Affiliates to: (aiii) make supply any additional information that may be required or cause to be made such other filings required of such Party or reasonably requested by any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it Governmental Authority in connection with such applications, notices, petitions and filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts . Subject to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; Orders, each party hereto shall (dA) promptly inform the other Party party hereto of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or Authority regarding any of the transactions contemplated hereby by this Agreement, (B) permit the other party hereto the opportunity to review in advance all the information relating to Parent and its Subsidiaries or thereby. If a Party the Company and its Subsidiaries, as the case may be, that appears in any application, notice, petition or filing made with, or written materials submitted to, any of its Affiliates intends to third party and/or any Governmental Authority in connection with the transactions contemplated hereby, (C) not participate in any substantive meeting or discussion with any Governmental Body Authority in respect of any filing, investigation, or inquiry concerning the transactions contemplated hereby unless and until such party has consulted with respect to such filings, it shall give the other Party reasonable prior notice ofparty, and an and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to participate in, attend such meeting or discussion, and (D) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the transactions contemplated hereby. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Regulatory Filings. From (a) Without limiting the date generality of the provisions of Section 6.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all third parties and Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement until as promptly as practicable and to comply with the Closingterms and conditions of all such clearances, permits, consents, approvals and authorizations of all such third parties and Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to the other party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Buyer parties hereto shall act reasonably and as promptly as practicable. Parent and the Seller shallCompany shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioned. (b) Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making and submitting the applications, notices, petitions and filings contemplated by this Section 6.3, (ii) subject to applicable Laws and Orders, supply the other with any information that may be required in order to effectuate such applications, notices, petitions and filings, and shall cause their respective Affiliates to: (aiii) make supply any additional information that may be required or cause to be made such other filings required of such Party or reasonably requested by any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it Governmental Authority in connection with such applications, notices, petitions and filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts . Subject to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; Orders, each party hereto shall (dA) promptly inform the other Party party hereto of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or Authority regarding any of the transactions contemplated hereby by this Agreement, (B) permit the other party hereto the opportunity to review in advance all the information relating to Parent and its Subsidiaries or thereby. If a Party the Company and its Subsidiaries, as the case may be, that appears in any application, notice, petition or filing made with, or written materials submitted to, any of its Affiliates intends to third party and/or any Governmental Authority in connection with the transactions contemplated hereby, (C) not participate in any substantive meeting or discussion with any Governmental Body Authority in respect of any filing, investigation, or inquiry concerning the transactions contemplated hereby unless and until such party has consulted with respect to such filings, it shall give the other Party reasonable prior notice ofparty, and an and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to participate in, attend such meeting or discussion, and (D) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the transactions contemplated hereby. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Regulatory Filings. From (a) The Plan Investor and the Company shall cooperate to promptly (and in any event within ten (10) Business Days) after the date hereof make or cause, as applicable, to be made, all required filings and submissions under the HSR Act, if applicable, or any other applicable antitrust Laws (the HSR Act and any other applicable antitrust Law, in each case if applicable, “Antitrust Laws”). Each Party shall promptly comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entity. The Parties shall cooperate in good faith in connection with all filings under applicable Antitrust Laws and use their respective reasonable best efforts to undertake promptly any and all action required to complete the transactions contemplated by any of the Transaction Documents. In furtherance and not in limitation of the covenants of the Parties contained in this Agreement until the ClosingSection 6.7, each of the Buyer Parties shall use its reasonable best efforts to resolve objections, if any, that may be asserted by any Governmental Entity in connection with any Antitrust Laws and to avoid the entry of, or effect the dissolution of, any order in any suit or proceeding that would otherwise have the effect of preventing the consummation of the transactions contemplated hereby (including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated by any of the Transaction Documents). (b) If an action is threatened or instituted by any Governmental Entity or any other Person challenging the validity or legality or seeking to restrain the consummation of the transactions contemplated by any of the Transaction Documents, the Plan Investor and the Seller shallCompany shall each use their reasonable best efforts to avoid, resist, resolve or, if necessary, defend such action and shall cause their respective Affiliates toafford the other Party a reasonable opportunity to participate therein at its own expense. (c) Subject to the provisions of the Confidentiality Agreement, each Party shall cooperate with the other Party in preparing and filing any and all written communications that are to be submitted to any Governmental Entity in connection with the transactions contemplated by any of the Transaction Documents and in obtaining any governmental or third-party consents, waivers, authorizations or approvals that may be required to be obtained by either Party in connection with the transactions contemplated by any of the Transaction Documents, which assistance and cooperation shall include: (ai) make or cause timely furnishing to be made such the other filings required of such Party all information concerning the first Party or any of its Affiliates under any Laws with respect that counsel to this Agreement and the other Transaction Documents and requesting Party reasonably determines is required to pay any fees due of it be included in connection with such filingsdocuments or would be helpful in obtaining such required consent, in each case as promptly as is reasonably practicablewaiver, authorization or approval; (bii) cooperate with promptly providing the other Party and furnish with copies of all information in such Party’s possession that is necessary in connection with such other Party’s filingswritten communications to or from any Governmental Entity relating to Antitrust Laws; (ciii) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform keeping the other Party reasonably informed of (and, at the other Party’s reasonable request, supply to such other Party) any communication (received or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party given in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, Proceeding regarding the Restructuring and opinions made or submitted the transactions contemplated by or on behalf any of any Party in connection with all meetings, actions, discussions, the Transaction Documents; and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; (iv) permitting the other Party to review review, and considering in advance good faith incorporating such other Party’s comments to, any proposed written communication between it and to any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, Entity or in connection with any requests received proceeding related to Antitrust Laws, in each case regarding the Restructuring and transactions contemplated by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and . (hd) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and Neither the other Transaction Documents as violative of any Law; providedPlan Investor nor the Company, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or nor any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree toRepresentatives, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Sellershall initiate, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Entity with respect to such any filings, it shall give applications, investigation, or other inquiry regarding the Restructuring or filings under any Antitrust Laws without giving the other Party party reasonable prior notice ofof the meeting or discussion and, and an to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate in, in such meeting or discussion. The Plan Investor and the Company shall equally split all filing fees payable to Governmental Entities under any Antitrust Laws with respect to the transactions contemplated by the Transaction Documents.

Regulatory Filings. From Within ten Business Days after the date hereof, with respect to the Transactions, the Parties shall make, or cause to be made, the filings required (if any) of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause them or any of their respective Subsidiaries or Affiliates under the HSR Act with respect to the Transactions. The Parties shall make, or cause to be made, as promptly as practicable, all filings necessary to obtain all Regulatory Approvals other than the HSR Approval. The Parties shall use their reasonable best efforts to: (a) make or cause respond to be any requests for additional information made such other filings required of such Party or by any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicableGovernmental Authority; (b) cooperate provide the other party with a reasonable opportunity to review and comment on any filing, submission, response to an information request or other (verbal or written) communication to be submitted or made to any Governmental Authority and such receiving party shall consider any such received comments in good faith; (c) advise the other Party (and, where applicable, provide a copy) of any written or verbal communications that it receives from any Governmental Authority in respect of such filings (including in respect of any supplementary filings or submissions) and furnish all information in such Party’s possession that is necessary otherwise in connection with satisfying the Regulatory Approvals; (d) provide the other party with a reasonable opportunity to participate in any meetings with any Governmental Authority (subject to any opposition by a Governmental Authority to a particular party’s participation in such meeting) and participate in, or review, any material communication before it is made to any Governmental Authority. Notwithstanding the foregoing, each Party has the right to redact or otherwise exclude the other Party from receiving any confidential competitively sensitive information required to be shared under this Section 5.06; provided that such other Party’s filings; external counsel shall be entitled to receive such confidential competitively sensitive information on an external counsel only basis. The Parties shall: (ci) use commercially reasonable efforts not agree to cause the expiration an extension of any waiting period or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at review being undertaken by a Governmental Authority without the other Party’s reasonable requestprior written consent; (ii) cause any applicable waiting periods to terminate or expire at the earliest possible date; and (iii) resist vigorously, supply to such other Party) any communication (or other correspondence or memoranda) from or to, at their respective cost and any proposed understanding or agreement withexpense, any Governmental Body in respect Order challenging the completion of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party Transactions or any temporary or permanent injunction which could delay or prevent the Closing, all to the end of expediting consummation of the Transactions contemplated herein. Without limiting the generality of the Purchaser’s undertaking pursuant to this Section 5.06, the Purchaser agrees to use its Affiliates reasonable best efforts including by taking any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act and any other Laws for additional informationantitrust, documents, competition or other materials; (g) use commercially reasonable efforts to resolve any objections as trade regulation Law that may be asserted by any Governmental Body with respect Authority or any other party so as to enable the Parties to close the Transactions as promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, order, hold separate orders, or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing as are required to be instituted) divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Governmental Order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the Transactions. In addition, the Purchaser shall use its reasonable best efforts including by defending through litigation on the merits any claim asserted in any Governmental Authority by any party in order to avoid entry of, or to have vacated or terminated, any Governmental Body challenging this Agreement and Order (whether temporary, preliminary or permanent) that would prevent the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member consummation of the Company Group (including direct Closing. The filing fee for the HSR Act and indirect equity owners) be required to agree to, enter into or offer to enter into for any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance other Regulatory Approval for the consummation of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of Transactions shall be paid 50% by the Company Group (including direct Purchaser and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, 50% by the Seller as a Purchaser Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, Expense and an opportunity to participate in, such meeting or discussionSeller Transaction Expense.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Subject to be made such other filings required of such the terms and conditions herein, each Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) shall use commercially reasonable efforts to take, or cause the expiration to be taken, all action, and to do, or termination of the notice or waiting periods under any applicable Laws with respect cause to this Agreement and the other Transaction Documents be done as promptly as is practicable, all things necessary, proper and advisable under applicable Laws to consummate and make effective as promptly as practicable the Transactions. Subject to appropriate confidentiality protections, each Party shall furnish to the other Parties such necessary information and reasonable assistance as such other Parties may reasonably practicable; request in connection with the foregoing. (db) Each of the Parties shall cooperate with one another and use commercially reasonable efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act or other Competition Laws) to effect promptly all necessary filings and to obtain all consents, waivers and approvals necessary to consummate the Transactions. Each Party shall provide to the other Parties copies of all correspondence between it (or its Representatives) and any Governmental Authority relating to the Transaction or any of the matters described in this Section 7.4. Each such Party shall promptly inform the other Party Parties of (and, at the other Party’s reasonable request, supply to such other Party) any oral communication (or other correspondence or memoranda) from or towith, and any proposed understanding or agreement provide copies of written communications with, any Governmental Body Authority regarding any such communication. No Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings; (e) , investigation, or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties shall consult and cooperate with the other Party one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions proposals made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filingsproceedings under the HSR Act or other Competition Laws. (c) Without limiting the generality of the undertakings pursuant to this Section 7.4, including, subject the Parties shall provide or cause to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, be provided as promptly as is reasonably practicable to any Governmental Authority information and with due regard documents requested by any Governmental Authority or necessary, proper or advisable to maintaining permit consummation of the confidentiality of information Transaction, including filing any notification and report form and related material required under the Parties have agreed would be commercially harmful if publicly disclosedHSR Act as promptly as practicable, with any requests received by such Party or any of its Affiliates but in no event later than five Business Days after the date hereof for filings required under the HSR Act and thereafter to respond promptly to any other Laws request for additional information, documents, information or other materials; (g) documentary material that may be made and use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and obtain early termination of the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and waiting period under the other Transaction Documents as violative HSR Act. Each Party shall pay one-half of any Law; provided, that, notwithstanding anything filing fees for filings made pursuant to the contrary HSR Act. (d) Nothing in this Agreement shall require any Party or the other Transaction Documents, in no event shall Buyer, Seller its Affiliates to (i) sell or otherwise dispose of specific assets or categories of assets or businesses of such Persons or any of their respective Affiliates other assets or businesses now owned or hereafter acquired by such Persons or (ii) terminate any member of the Company Group (including direct existing relationships and indirect equity owners) be required to agree to, enter into contractual rights or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionobligations.

Regulatory Filings. From Each of HomeStreet, Simplicity and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities (including the date Bank Regulatory Authorities) necessary to consummate the Transactions; and any initial filings with the Bank Regulatory Authorities shall be made by HomeStreet as soon as practicable after the execution hereof (subject to the timely cooperation of this Agreement until Simplicity). Each of HomeStreet and Simplicity shall have the Closing, each of the Buyer and the Seller shallright to review in advance, and to the extent practicable each shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws consult with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsother, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Entity in connection with the Transactions. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; (b) cooperate . AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION Each party hereto agrees that it shall consult with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws parties hereto with respect to this Agreement the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions, and each party shall keep the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform parties apprised of the other Party status of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies material matters relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member completion of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionTransactions.

Regulatory Filings. From Each of the Investors and the Company shall cooperate in good faith, engage in communications and share and exchange documents and other information as may be required for the Company or any of its Subsidiaries, or for any Investor, to file any registrations (including registrations required as a member of an insurance holding company system), petitions, statements, applications, schedules, forms, declarations, notices, reports, submissions (including any sales material, any nonrenewal, cancellation or revision of reinsurance agreements, material acquisitions of assets or material dispositions of assets) or other filings (including with respect to premium rates, rating plans, policy terms and other terms established or used by any Subsidiaries of the Company) with any Governmental Authority to the extent relating to the Company or its Subsidiaries (including all supplements and amendments to any of the foregoing, whether made or required to be made prior to, on or after the date hereof, but excluding any filings contemplated by the Registration Rights Agreement, the “Regulatory Filings”). To the extent that any Regulatory Filing by the Company or its Subsidiaries requires, or a Governmental Authority requests in connection with any Regulatory Filing, whether formally or informally, any documents or other information in any way regarding or relating to an Investor or its Affiliates, including any officers, directors, managers, partners or employees of this Agreement until Investor or its Affiliates, the Closing, each Company shall provide the applicable Investor reasonably prompt notice (such notice to include the provision of copies of any writings or documents which relate to the Buyer request). The applicable Investor and the Seller shallCompany shall then discuss in good faith the proposed disclosure of such documents or other information by the Company, reasonably cooperate to limit the disclosure of such information or documents in response to any such requirement or request and/or find and facilitate reasonable alternatives to any such disclosure and the Company agrees that it shall not, and shall cause their respective Affiliates its Subsidiaries not to: , provide such documents or other information unless such disclosure is agreed to in writing by the applicable Investor, except to the extent reasonably required by applicable law, rule or regulation and reasonable alternatives are not available, in which case Investor shall have an opportunity to review and comment on any such disclosure, and the Company shall consider in good faith any such comments. If an Investor determines (a) make in its sole discretion), after consultation with the Company pursuant to the preceding sentence, that the proposed disclosure of certain documents or cause to be made such other filings required of such Party information includes sensitive or confidential information regarding the Investor or any of its Affiliates under (other than the Company and its Subsidiaries), or any Laws with respect officers, directors, managers, parents or employees of Investor or its Affiliates (other than the Company and its Subsidiaries), the Investor may provide such sensitive or confidential information directly to this Agreement and the other Transaction Documents and applicable Governmental Authority without the prior disclosure of such information to pay the Company. The Company agrees that it will not consent to the disclosure by any fees due Governmental Authority of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all any information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence documentation provided by an Investor or memoranda) from its Affiliates (other than the Company and its Subsidiaries), or toany officers, directors, managers, parents or employees of Investor or its Affiliates (other than the Company and any proposed understanding its Subsidiaries), without such Investor’s consent, not to be unreasonably withheld, conditioned or agreement with, any Governmental Body in respect of such filings; (e) consult delayed. All reasonable and cooperate with the other Party documented out-of-pocket third party costs incurred in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, Regulatory Filing made on or after the date hereof shall be at the sole cost and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member expense of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct shall reimburse each Investor for any such out-of-pocket costs and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionexpenses incurred by it.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Each of Purchaser and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable commercial efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all Third Parties and Governmental Authorities necessary to consummate the Transaction; and any initial filings with Governmental Authorities shall be made such other filings required by Purchaser or the Company, as the case may be, as soon as reasonably practicable after the execution hereof. Each of such Party or any of its Affiliates under any Laws with respect to this Agreement Purchaser, Sub and the other Transaction Documents Company shall have the right to review in advance, and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable Laws relating to the exchange of information, all written information submitted to any Third Party or any Governmental Authority in connection with the Transaction. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other party with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all Third Parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transaction. The Company and its Subsidiaries shall not propose to enter into, or enter into, any agreement, arrangement or understanding with any Third Party or Governmental Authority with respect to any Third Party’s or Governmental Authority’s review of the Transaction without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries (if applicable), directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party parties or any of its Affiliates their respective Subsidiaries to any Third Party or Governmental Authority. (c) In connection with and without limiting the foregoing, each of Purchaser and the Company and their respective Subsidiaries shall (i) comply with any request under the HSR Act and or any other Laws applicable competition, merger control, antitrust or similar Law for additional information, documents, or other materials; material received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in respect of such filings or the Transaction, (gii) cooperate with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any applicable competition, merger control, antitrust or similar Laws with respect to any such filing and the Transaction and (iii) use commercially reasonable commercial efforts to resolve any objections such objections, if any, as may be asserted by any such agency or other Governmental Body Authority with respect to any such filing or the Transaction. Nothing in this Agreement shall be deemed to require Purchaser to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Purchaser, the Company or any of their respective Subsidiaries. (d) In connection with and without limiting the foregoing, the Company and Purchaser shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transaction as promptly as practicable but in any event, within 10 Business Days of the date hereof. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. (e) The Company and the Company Board shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement and the other Transaction Documents; and (hii) use commercially reasonable efforts if any state takeover statute or similar statute is or becomes applicable to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction, take all reasonable action necessary to ensure that the Transaction Documents may be consummated as violative of any Law; provided, that, notwithstanding anything to promptly as practicable on the contrary in terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionTransaction.

Regulatory Filings. From (a) Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement (which applications shall include an application by Parent Bank to be filed with the OTS in order to exercise trust powers); and provided that the Company has reasonably cooperated in all material respects as described above, any initial filings with Governmental Authorities shall be made by Parent as promptly as reasonably practicable after the date hereof. Each of this Agreement until Parent and the ClosingCompany shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any Governmental Authority or third party in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Buyer Parent and the Seller shallCompany agrees to act reasonably and as promptly as practicable. Each of Parent and the Company agrees that it shall consult with the other Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all Governmental Authorities and third parties necessary or advisable to consummate the transactions contemplated hereby, and each of Parent and the Company shall cause their respective Affiliates to: keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (ab) make or cause Each of Parent and the Company agrees, upon request, to be made furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other filings required matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Affiliates under Subsidiaries to any Laws third party or Governmental Authority in connection with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionhereby.

Regulatory Filings. From the date of this Agreement until the Closing(a) As promptly as practicable, each of the Company and Buyer shall prepare and the Seller shallfile, and shall cause their respective Affiliates to: (a) make or cause to be made such other prepared and filed, any filings required of such Party under the Exchange Act or any other federal or state law relating to the Merger, including filings, if any, required by Buyer. Each of the Company and Buyer shall promptly notify the other of the receipt of any comments on, or any request for amendments or supplements to, any such filings by any Governmental Authority, and each of the Company and Buyer shall supply the other with copies of all correspondence between it and each of its Affiliates under any Laws Subsidiaries and Representatives, on the one hand, and such Governmental Authority, on the other hand, with respect to any such filings. Each of the Company and Buyer shall use its reasonable efforts to obtain and furnish the information required to be included in any such filings. (b) Subject to the terms and conditions of this Agreement Agreement, each of the parties agrees to use its reasonable efforts (i) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Merger and the other Transaction Documents transactions contemplated hereby and to pay any fees due of it cooperate with each other in connection with the foregoing, including the taking of such filingsactions as are necessary to obtain any necessary consents, in each case as promptly as is reasonably practicable; (b) cooperate with the approvals, orders, exemptions or authorizations by or from any Governmental Authority or other Party and furnish all information in such Party’s possession Person, or consents, approvals, orders exemptions or authorizations that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts are required to cause the expiration or termination of the notice or waiting periods be obtained under any applicable Laws with respect federal, state or local law or regulation or any contract, agreement or instrument to this Agreement and which Buyer or the other Transaction Documents as promptly as Company is reasonably practicable; a party or by which any of their respective properties or assets are bound, (dii) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (defend all lawsuits or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and legal proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member consummation of the Company Group Merger or the other transactions contemplated hereby, (including direct and indirect equity ownersiii) to cause to be required to agree to, enter into lifted or offer to enter into rescinded any agreement injunction or consent restraining order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance other order adversely affecting the ability of the Buyer, Seller, parties to consummate the Merger or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the other transactions contemplated hereby or thereby. If a Party or any hereby, (iv) to effect all necessary registrations and filings, and submissions of its Affiliates intends to participate in any meeting or discussion with information requested by any Governmental Body with respect Authority and (v) to such filings, it shall give execute and deliver any additional instruments necessary to consummate the Merger and the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussiontransactions contemplated hereby.

Regulatory Filings. From (a) Without limiting the date generality of the obligations of the parties pursuant to Section 6.5 and subject to the proviso in Section 6.5, Parent shall determine whether any action by or in respect of, or filing with, any Governmental Entity by any party hereto or any Subsidiary thereof is required, or any actions, consents, approvals or waivers are reasonably required to be obtained from any parties to any material contract, in connection with the consummation of the transactions contemplated by this Agreement until Agreement, and the Closingparties hereto will cooperate with each other in seeking and obtaining any such actions, consents, approvals or waivers or making any such filings and furnishing information required in connection therewith, provided, that neither party shall make an antitrust or competition filing with a Governmental Entity other than under the HSR Act and in respect of the Foreign Filings unless the parties hereto mutually agree that such filing is necessary or Parent determines in good faith after consultation with outside legal counsel that such filing is required pursuant to Law in connection with the Merger. To the extent reasonably practicable, the parties or their Representatives shall have the right to review in advance and each of the Buyer parties will consult the others on, all the information relating to the other and each of their respective Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the Seller shall, other transactions contemplated by this Agreement. Each of the Company and Parent promptly shall cause their respective Affiliates to: (a) make or cause notify and provide a copy to be made such the other filings required party of such Party or any of its Affiliates under written communication received from any Laws Governmental Entity with respect to this Agreement any filing or submission or with respect to the Merger and the other Transaction Documents transactions contemplated by this Agreement. Each of the Company and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with Parent shall give the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination prior notice of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or towith, and any proposed understanding understanding, undertaking or agreement with, any Governmental Body Entity regarding any such filing or any such transaction. To the extent reasonably practicable, neither the Company nor Parent shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any such filings; (e) filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the opportunity of the other party to attend or participate. To the extent permitted by applicable Law, the parties to this Agreement will consult and cooperate with the other Party one another in connection with any analyses, appearancesappearance, presentations, memoranda, briefs, arguments, opinions, and opinions proposals made or submitted by or on behalf of any Party party to this Agreement in connection with Proceedings under or related to the HSR Act or other applicable Law. To the extent permitted by applicable Law, except as otherwise expressly provided above in this Section 6.6(a), the determination of Parent shall prevail in the event of a disagreement on any matter contemplated by this Section 6.6(a). (b) The parties (i) shall use their respective reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act and state securities or applicable Blue Sky Laws in connection with the Merger and (ii) promptly shall prepare and file all meetingsnecessary documentation, actionseffect all necessary applications, discussionsnotices, petitions and filings, and proceedings with Governmental Bodies relating to such filings, includinguse all reasonable best efforts, subject to applicable Law; permitting Section 6.5, to obtain all necessary consents from any Governmental Entities necessary to consummate the Merger. The Company and Parent shall promptly provide the other Party to review in advance any proposed written communication between it and with copies of all filings made by such party with any Governmental Body; (f) comply, as promptly as is reasonably practicable and Entity in connection with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the transactions contemplated hereby, other Transaction Documents; than the portions of such filings that include confidential information not directly related to the transactions contemplated by this Agreement. (c) Subject to the proviso in Section 6.5, Parent and (h) the Company hereby further agree to the prompt use commercially of their respective reasonable best efforts to contest and resist take, in the event that any action permanent, preliminary or proceeding instituted (temporary injunction, decision, order, judgment, determination or threatened in writing decree is entered or issued, or becomes reasonably foreseeable to be instituted) by entered or issued, in any Governmental Body challenging Proceeding or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement and unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement Merger or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with transactions contemplated by this Agreement, the Transaction Documents any and all steps necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or any of the transactions remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionby this Agreement.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Each of Washington Federal and First Mutual and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction; and any initial filings with Governmental Authorities shall be made such other filings required by Washington Federal as soon as reasonably practicable after the execution hereof. Each of such Party or any of its Affiliates under any Laws with respect Washington Federal and First Mutual shall have the right to this Agreement and the other Transaction Documents review in advance, and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Transaction. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transaction. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: to (ai) make or cause to be made such other the filings required of such Party party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents transactions contemplated hereby and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; , and in any event within ten Business Days after the date hereof, (bii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; , (ciii) use commercially reasonable efforts Reasonable Efforts to cause the expiration or termination of the notice or waiting periods under the HSR Act and any applicable other Laws with respect to this Agreement and the other Transaction Documents transactions contemplated hereby as promptly as is reasonably practicable; , (div) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filings; , (ev) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, actions and proceedings with Governmental Bodies Authorities relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (fvi) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosedpracticable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, documents or other materials; , (gvii) use commercially reasonable efforts Reasonable Efforts to resolve any objections as may be asserted by any Governmental Body Authority with respect to this Agreement and the other Transaction Documents; transactions contemplated hereby, and (hviii) use commercially reasonable efforts Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or therebyas in violation of any Law. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionmeeting.

Regulatory Filings. From (a) Each of TriCo and FNBB and their respective Subsidiaries shall cooperate and use their respective commercially reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all Governmental Entities necessary to consummate the Transaction; and TriCo shall use its commercially reasonable best efforts to make any initial application filings with Governmental Entities within thirty (30) days of the date of this Agreement until or as promptly as reasonably practicable thereafter. Each of TriCo and FNBB shall have the Closingright to review in advance, and to the extent practicable, each of shall consult with the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsother, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any Governmental Entity in connection with the Transaction. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other party hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all Governmental Entities necessary or advisable to consummate the Transaction, and each party shall keep the other party apprised of the status of material matters relating to completion of the Transaction. Each party hereto further agrees to provide the other party with a copy of all correspondence to or from any Governmental Entity in connection with the Transaction, provided that TriCo shall not be required to provide FNBB with confidential portions of any filing with a Governmental Entity if such provision would violate applicable laws relating to the exchange of information. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish party with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller party or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required Subsidiaries to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionEntity.

Regulatory Filings. From Array or its Sublicensee will (i) own, and have the date sole right to submit, all Regulatory Filings throughout the Territory, including XXXx, periodic safety update reports/ development safety update reports and MAA and clinical trial authorization documentation (e.g. the investigator brochure and the Investigational Medicinal Product Dossier) with respect to the Product, (ii) be responsible for obtaining and maintaining all Marketing Approvals throughout the Territory in the name of this Agreement until Array or its Sublicensees, and (iii) be solely responsible for conducting, and have the Closingright to control, each all meetings and communications with Regulatory Authorities in connection with the Development of the Buyer Product. Notwithstanding the foregoing, Oncothyreon will be allowed to file, own and control an IND (the Seller shall“Oncothyreon IND”) with respect to the Product for the conduct of the POC Activities and other Oncothyreon Development Activities, and Array will reasonably cooperate to provide Oncothyreon a right of reference to Array’s IND for the Product for purposes of filing and maintaining the Oncothyreon IND; provided, however, that (i) Oncothyreon agrees that it shall not, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such not authorize any Third Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and conduct any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates Development Activities under the HSR Act Oncothyreon IND other than the POC Activities and Oncothyreon Activities as set forth in the Development Plan, nor use the Oncothyreon IND for any purpose other Laws for additional informationthan conducting such POC Activities or Oncothyreon Development Activities, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and without the other Transaction Documentsexpress prior written consent of Array; and (hii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything except to the contrary extent that maintaining the Oncothyreon IND is reasonably necessary for Oncothyreon to conduct subsequent Oncothyreon Development Activities reasonably anticipated by the Parties at the time, Oncothyreon shall close the Oncothyreon IND, or transfer it to Array, within a reasonable time after Marketing Approval of the Product in this Agreement the United States. All such activities in or for the other Transaction DocumentsUnited States will be done in accordance with the Development Plan and Budget, in no event shall Buyer, Seller or any of their respective Affiliates or any member of full consultation with the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionJoint Development Committee.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Each of BVCC and GLB and their respective Subsidiaries shall cooperate and use their respective commercially reasonable efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction; and any initial filings with Governmental Authorities shall be made such other filings required by BVCC or GLB as the case may be, as soon as reasonably practicable after the execution hereof. Each of such Party or any of its Affiliates under any Laws with respect BVCC and GLB shall have the right to this Agreement and the other Transaction Documents review in advance, and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, all written information submitted to any third party or any Governmental Authority in connection with the Transaction. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; practicable and shall, in any event, provide its response to any proposed filing within five business days after its receipt of the proposed filing from the other party. Each party hereto agrees that it shall consult with the other party with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transaction. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date (a) Each of this Agreement until the Closing, each of the Buyer Parent and the Seller Merger Sub shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement , if applicable, on the one hand, and the other Transaction Documents and to pay any fees due of it in connection with such filingsCompany, in each case as promptly as is reasonably practicable; (b) cooperate with on the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) hand, shall promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect Authority regarding any of such filings; (e) consult and cooperate with the other Party transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to resolve any requests or objections as may be asserted made by any Governmental Body Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to this Agreement and or from any Governmental Authority relating to the other Transaction Documents; Merger, and (hvii) use commercially cooperate and provide each other with a reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 8.1(b). Any such meeting disclosures, rights to participate or discussionprovisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential information. (b) Each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not expressly contemplated by this Agreement are required to be or should be made, and whether any other consents, approvals, permits or authorizations not expressly contemplated by this Agreement are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Regulatory Filings. From (a) Without limiting the date generality of the obligations of the parties pursuant to Section 6.5 and subject to the proviso in Section 6.5(a), Parent and the Company shall collectively determine whether any action by or in respect of, or filing with, any Governmental Entity by any party hereto or any Subsidiary thereof is required, or any actions, consents, approvals or waivers are required to be obtained from any parties to any contract, in connection with the consummation of the transactions contemplated by this Agreement until Agreement, and the Closingparties hereto will reasonably cooperate with each other in seeking and obtaining any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith. To the extent reasonably practicable, the parties or their Representatives shall have the right to review in advance and each of the Buyer parties will consult the others on, all the information relating to the other and each of their respective Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the Seller shallother transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. Each of the Company and Parent promptly shall cause their respective Affiliates to: (a) make or cause notify and provide a copy to be made such the other filings required party of such Party or any of its Affiliates under written communication received from any Laws Governmental Entity with respect to this Agreement any filing or submission or with respect to the Merger and the other Transaction Documents transactions contemplated by this Agreement. Each of the Company and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with Parent shall give the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination prior notice of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or towith, and any proposed understanding understanding, undertaking or agreement with, any Governmental Body Entity regarding any such filing or any such transaction. To the extent reasonably practicable, neither the Company nor Parent shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any such filings; (e) filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the opportunity of the other party to attend or participate. To the extent permitted by applicable Law, the parties to this Agreement will consult and cooperate with the other Party one another in connection with any analyses, appearancesappearance, presentations, memoranda, briefs, arguments, opinions, and opinions proposals made or submitted by or on behalf of any Party party to this Agreement in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating Proceedings under or related to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; Act. (gb) The parties (i) shall use commercially their respective reasonable best efforts to resolve any objections take or cause to be taken such actions as may be asserted by required to be taken under the Securities Act, the Exchange Act and state securities or applicable Blue Sky Laws in connection with the Merger and (ii) promptly shall prepare and file all necessary documentation, effect all necessary applications, notices, petitions and filings, and use all reasonable best efforts to obtain all necessary consents from any Governmental Body Entities necessary to consummate the Merger. The Company and Parent shall promptly provide the other with respect to copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby, other Transaction Documents; than the portions of such filings that include confidential information not directly related to the transactions contemplated by this Agreement. (c) Subject to the proviso in Section 6.5(a), Parent and (h) the Company hereby further agree to the prompt use commercially of their respective reasonable best efforts to contest and resist take, in the event that any action permanent, preliminary or proceeding instituted (temporary injunction, decision, order, judgment, determination or threatened in writing decree is entered or issued, or becomes reasonably foreseeable to be instituted) by entered or issued, in any Governmental Body challenging Proceeding or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement and unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement Merger or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with transactions contemplated by this Agreement, the Transaction Documents any and all steps reasonably necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or any of the transactions remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionby this Agreement.

Regulatory Filings. From the date (a) Each of this Agreement until the Closing, each of the Buyer First Place and the Seller shall, Camco shall cooperate and shall cause their respective Affiliates to: (a) make or cause Subsidiaries to be made such other cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings required and to obtain all permits, consents, approvals and authorizations of such Party or any of its Affiliates under any Laws with respect all third parties and Governmental Entities necessary to this Agreement consummate the Merger and Subsidiary Merger and the other Transaction Documents transactions contemplated hereby; and any initial filings with Governmental Entities shall be made by First Place as soon as reasonably practicable after the execution hereof. Each of First Place and Camco shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed), and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Entity in connection with the Merger and Subsidiary Merger. In exercising the foregoing right, each of such Party agrees to act reasonably and as promptly as is reasonably practicable; (b) cooperate . Each Party hereto agrees that it shall consult with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws hereto with respect to this Agreement the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform Merger and Subsidiary Merger, and each Party shall keep the other Party apprised of the status of material matters relating to completion of the Merger. (andb) Each Party agrees, at the other Party’s reasonable upon request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with furnish the other Party with all information concerning itself, its Subsidiaries (if applicable), directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and their Subsidiaries (if applicable) to any other Laws for additional information, documents, third party or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionEntity.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement Acquisition, on the one hand, and the other Transaction Documents and to pay any fees due of it in connection with such filingsCompany, in each case as promptly as is reasonably practicable; (b) cooperate with on the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) hand, shall promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect Authority regarding any of such filings; (e) consult and cooperate with the other Party transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to resolve any requests or objections as may be asserted made by any Governmental Body Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to this Agreement and or from any Governmental Authority relating to the other Transaction Documents; Merger, and (hvii) use commercially cooperate and provide each other with a reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 8.1(b). Any such meeting disclosures, rights to participate or discussionprovisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential information. (b) Each of Acquisition and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not expressly contemplated by this Agreement are required to be or should be made, and whether any other consents, approvals, permits or authorizations not expressly contemplated by this Agreement are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) Without limiting the generality of Section 8.7 or 8.18 hereof, the Company and Acquiror shall (i) take promptly all actions necessary to make or cause to be made such other the filings required of such Party the Company, Acquiror or any of its Affiliates under their affiliates in order to obtain any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsRequisite Regulatory Approval, in each case as promptly as is reasonably practicable; (bii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, comply at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection earliest practicable date with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made request for information or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests documentary material received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional informationCompany, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller Acquiror or any of their respective Affiliates from any Regulatory Agency and (iii) cooperate with each other in connection with any such filing and with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any member Regulatory Agency. (b) In furtherance and not in limitation of the covenants of the Company Group (including direct and indirect equity ownersAcquiror contained in Section 8.7 and Section 8.15(a) be required to agree tohereof, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance each of the BuyerCompany and Acquiror shall use its reasonable best efforts to resolve such objections, Sellerif any, as may be asserted with respect to the Merger or any other transactions contemplated by this Agreement under any applicable Law. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement as violative of any applicable Law, each of the Company and Acquiror shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Merger or any other transaction contemplated by this Agreement. (c) Each of the Company and Acquiror shall promptly inform the other of any material communication received by such party or any of UNIT PURCHASE AGREEMENT 40 their respective its Affiliates or from any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or Regulatory Agency regarding any of the transactions contemplated hereby hereby. Each of the Company and Acquiror shall advise the other promptly of any understandings, undertakings or thereby. If a Party agreements which such party or any of its Affiliates intends proposes to participate in any meeting make or discussion enter into with any Governmental Body Regulatory Agency in connection with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussiontransactions contemplated hereby.

Regulatory Filings. From The Purchaser shall, as soon as reasonably practicable following the date of this Agreement until the Closinghereof (and in any event within seven (7) Business Days), each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other all filings and submissions required of such Party the Purchaser under the HSR Act or any other material applicable antitrust or noncompetition Laws or regulations (“Antitrust Laws”) or other Laws applicable to the Purchaser for the consummation of its Affiliates under the transactions contemplated herein. The Purchaser shall promptly comply with any Laws with respect to this Agreement additional requests for information by any Governmental Entities, including requests for production of documents. The Purchaser shall keep the Seller and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is Company reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination apprised of the notice status of any such inquiries or waiting periods under requests for additional information, or any applicable Laws communications with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult Entities regarding the transactions contemplated by this Agreement. The Purchaser shall diligently assist and cooperate with the other Party Company and the Seller in preparing and filing all documents required to be submitted by the Seller, the Company or its Affiliates to any Governmental Entities in connection with the transactions contemplated hereby and in obtaining any analysesGovernmental Entity or third-party consents, appearanceswaivers, presentationsauthorizations or approvals that may be required to be obtained by the Seller, memoranda, briefs, arguments, and opinions made the Company or submitted by or on behalf of any Party its Subsidiaries in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to the Company or the Seller all meetingsinformation concerning the Purchaser and/or its Affiliates that counsel to the Company and/or the Seller reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, actionswaiver, discussionsauthorization or approval); provided that, and proceedings with Governmental Bodies relating notwithstanding the foregoing, the Purchaser shall not have any obligation to such filings, including, provide any information the disclosure of which is prohibited under applicable Law or is subject to the attorney–client privilege. The Purchaser shall be responsible for all filing fees under the HSR Act, other Antitrust Laws and all other Laws or regulations applicable Law; permitting to the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining Purchaser. The Purchaser shall cause the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates filings under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative considered for grant of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion“early termination”.

Regulatory Filings. From (a) Without limiting the date generality of the obligations of the parties pursuant to Section 6.6, the parties shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from any parties to any contracts, in connection with the consummation of the transactions contemplated by this Agreement until Agreement, and (ii) in seeking and obtaining any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith. To the Closingextent reasonably practicable, the parties or their Representatives shall have the right to review in advance and each of the Buyer parties will consult the others on, all the information relating to the other and each of their respective Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the Seller shall, other transactions contemplated by this Agreement. Each of the Company and Parent promptly shall cause their respective Affiliates to: (a) make or cause notify and provide a copy to be made such the other filings required party of such Party or any of its Affiliates under written communication received from any Laws Governmental Entity with respect to this Agreement any filing or submission or with respect to the Merger and the other Transaction Documents transactions contemplated by this Agreement. Each of the Company and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with Parent shall give the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination prior notice of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or towith, and any proposed understanding understanding, undertaking or agreement with, any Governmental Body Entity regarding any such filing or any such transaction. To the extent reasonably practicable, neither the Company nor Parent shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive communication with any Governmental Entity in respect of any such filings; (e) filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and to the extent permitted by applicable Law and the applicable Governmental Entity, without giving the other party the opportunity to attend or participate. To the extent permitted by applicable Law, the parties to this Agreement will consult and cooperate with the other Party one another in connection with any analyses, appearancesappearance, presentations, memoranda, briefs, arguments, opinions, and opinions proposals made or submitted by or on behalf of any Party party to this Agreement in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating under or related to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; Act. (gb) The parties (i) shall use commercially their respective reasonable best efforts to resolve any objections take or cause to be taken such actions as may be required to be taken under the Exchange Act and state securities or applicable Blue Sky Laws in connection with the Merger, and (ii) promptly shall prepare and file all necessary documentation, effect all necessary applications, notices, petitions and filings, and use all reasonable best efforts to obtain all necessary consents from any Governmental Entities necessary to consummate the Merger. (c) In the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, Parent and the Company hereby agree to the prompt use of their respective reasonable best efforts to take any and all steps necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate, oppose or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation by the Outside Date. In addition, Parent and the Company shall promptly use their respective reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement. For the purposes of this Section 6.7, reasonable best efforts shall include, without limitation, (i) the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any person, entity or Governmental Body with respect Entity, seeking to this Agreement delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions and (ii) except for the Divestiture (as defined below) by Parent of any assets or businesses of Parent that would have a material adverse effect on the business or financial condition of Parent on a post-Merger basis, the offer and agreement by Parent and the other Transaction Documents; and Company, regardless of the consideration, to divest, sell, license or otherwise dispose of (hincluding holding separate pending such disposition) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; providedcollectively, that“Divestiture”), and, notwithstanding anything to the contrary in this Agreement Agreement, to effect the Divestiture prior to the Outside Date of, such assets, control, categories of assets or the other Transaction Documents, in no event shall Buyer, Seller businesses or any of their respective Affiliates or any member all other segments of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this AgreementCompany, the Transaction Documents Surviving Corporation and Parent and the respective Subsidiaries thereof (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action in whole or in part (A) results in obtaining clearance under the HSR Act and (B) removes any such actual, anticipated or threatened injunction or other objection (which would have the effect of delaying beyond the Outside Date or preventing the consummation of the transactions contemplated hereby by this Agreement), order, decree, decision, determination or therebyjudgment prior to the Outside Date. If a Party or In no event shall any Divestiture be required, which is not conditioned upon the consummation of the Merger. (d) Subject to (i) Section 6.7(a), (ii) Parent’s use of its Affiliates intends reasonable best efforts pursuant to participate in any meeting or discussion Section 6.7(c) and (iii) compliance with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice ofprovisions of Section 6.7(c), Parent shall have the right to (i) propose, negotiate, offer to commit and an opportunity effect, by consent decree, hold separate order or otherwise, the Divestiture of such assets of Parent, the Surviving Corporation, or either’s respective Subsidiaries as may be required to participate inresolve such objections, such meeting suits, orders, decrees, decisions, determinations or discussionjudgments and (ii) determine and direct the strategy and process by which the parties will seek required approvals under the Antitrust Laws.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: to (a) make or cause to be made such other the filings required of such Party party or any of its Affiliates (and, in the case of Seller and any of its respective Affiliates) under any Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; , and in any event within ten Business Days after the date hereof, (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; , (c) use commercially reasonable efforts Reasonable Efforts to cause the expiration or termination of the notice or waiting periods under the HSR Act and, if applicable, any applicable other Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents as promptly as is reasonably practicable; , (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filings; , (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, actions and proceedings with Governmental Bodies Authorities relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosedpracticable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, documents or other materials; , (g) use commercially reasonable efforts Reasonable Efforts to resolve any objections as may be asserted by any Governmental Body Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents; Agreement, and (h) use commercially reasonable efforts Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging the transactions contemplated by this Agreement and the other Transaction Documents as violative in violation of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, of such meeting or discussionmeeting.

Regulatory Filings. From (a) Each of SHBI and TCFC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all Governmental Authorities necessary to consummate the Transaction; and SHBI shall use its best efforts to make any initial application filings with Governmental Authorities within forty-five (45) days of the date of this Agreement until or as promptly as reasonably practicable thereafter. Each of SHBI and TCFC shall have the Closingright to review in advance, and to the extent practicable, each of shall consult with the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsother, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any Governmental Authority in connection with the Transaction, provided that SHBI shall not be required to provide TCFC with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other party hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other party apprised of the status of material matters relating to completion of the Transaction. Each party hereto further agrees to the extent permitted by applicable law, regulation or policies imposed by any Governmental Authority, to provide the other party with a copy of all correspondence to or from any Governmental Authority in connection with the Transaction and descriptions of any material or significant oral communications with any Governmental Authority in connection with the Transaction, provided that SHBI shall not be required to provide TCFC with confidential portions of any filing or other communication with a Governmental Authority. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish party with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller party or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required Subsidiaries to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date (a) Each of this Agreement until the Closing, each of the Buyer Parent and the Seller Merger Sub shall, and shall cause their respective Affiliates to: (a) make , if applicable, on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the Transactions in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the Transactions, including any Legal Proceedings initiated by a private party. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Transactions or with respect to any filings that have been made, then such party shall use its best reasonable commercial efforts to make, or cause to be made made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the Parties agree to (i) give each other filings required reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such Party or any of its Affiliates under any Laws meetings, (iii) keep the other party reasonably apprised with respect to this Agreement and any oral communications with any Governmental Authority regarding the other Transaction Documents and to pay any fees due of it in connection with such filingsMerger, in each case as promptly as is reasonably practicable; (biv) cooperate with in the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination filing of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to resolve any requests or objections as may be asserted made by any Governmental Body Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each Party, as appropriate) with copies of all written communications to this Agreement and or from any Governmental Authority relating to the other Transaction Documents; Merger, and (hvii) use commercially cooperate and provide each other with a reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 8.01(a). Any such meeting disclosures, rights to participate or discussionprovisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential information. (b) From and after the Effective Date and until the Closing, each of the Company and Parent shall not operate their respective businesses in such manner or take any action that would reasonably be expected to increase in any material respect the risk of not obtaining any such Approval from a Governmental Authority or that would violate any Law. (c) Notwithstanding the foregoing or anything herein to the contrary, no Party shall be required to dispose of any material amount of assets, or curtail any material portion of its operations, or pay any fees to any Governmental Authority in excess of $10,000, in order to obtain any approval or consent from any Governmental Authority in order to consummate the Transactions.

Regulatory Filings. From (a) Without limiting the date generality of the obligations of the parties pursuant to Section 6.5 and subject to Section 6.5(b), Parent and the Company shall collectively determine whether any action by or in respect of, or filing with, any Governmental Authority by any party hereto or any Subsidiary thereof is required in connection with the consummation of the transactions contemplated by this Agreement until Agreement, and the Closingparties hereto will reasonably cooperate with each other in seeking and obtaining any such actions, consents, approvals or waivers or making any such filings or furnishing information required in connection therewith. To the extent reasonably practicable, the parties or their Representatives shall have the right to review in advance and each of the Buyer parties will consult the others on, all the information relating to the other and each of their respective Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the Seller shallother transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. Each of the Company and Parent promptly shall cause their respective Affiliates to: (a) make or cause notify and provide a copy to be made such the other filings required party of such Party or any of its Affiliates under written communication received from any Laws Governmental Authority with respect to this Agreement any filing or submission or with respect to the Merger and the other Transaction Documents transactions contemplated by this Agreement. Each of the Company and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with Parent shall give the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination prior notice of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or towith, and any proposed understanding understanding, undertaking or agreement with, any Governmental Body Authority regarding any such filing or any such transaction. To the extent reasonably practicable, neither the Company nor Parent shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any such filings; (e) filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the opportunity to the other party to attend or participate. To the extent permitted by applicable Law, the parties to this Agreement will consult and cooperate with the other Party one another in connection with any analyses, appearancesappearance, presentations, memoranda, briefs, arguments, opinions and opinions proposals made or submitted by or on behalf of any Party party to this Agreement in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating Proceedings under or related to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; Act. (gb) The parties (i) shall use their respective commercially reasonable efforts to resolve any objections take or cause to be taken such actions as may be asserted by required to be taken under the Securities Act, the Exchange Act and state securities or applicable Blue Sky Laws in connection with the Merger and (ii) shall promptly prepare and file all necessary documentation, effect all necessary applications, notices, petitions and filings, and use all commercially reasonable efforts to obtain all necessary consents from any Governmental Body Entities necessary to consummate the Merger. The Company and Parent shall promptly provide the other with respect to copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby, other Transaction Documents; and (h) use commercially reasonable efforts than the portions of such filings that include confidential information not directly related to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionby this Agreement.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make Each of Northrim and Alaska Pacific and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and notices and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities (including the Bank Regulatory Authorities) necessary to consummate the Transactions, and the Bank Merger; and any initial filings with or cause notices to the Bank Regulatory Authorities shall be made such other filings required by Northrim as soon as reasonably practicable after the execution hereof. Each of such Party or any of its Affiliates under any Laws with respect Northrim and Alaska Pacific shall have the right to this Agreement and the other Transaction Documents review in advance, and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Entity in connection with the Transactions, the Subsidiary Merger and the Bank Merger. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions, the Subsidiary Merger and the Bank Merger, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transactions, the Subsidiary Merger and the Bank Merger. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionEntity.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Each of Parent and Hawthorne and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction; and any initial filings with Governmental Authorities shall be made such other filings required by Parent as soon as reasonably practicable after the execution hereof. Each of such Party or any of its Affiliates under any Laws with respect Parent and Hawthorne shall have the right to this Agreement and the other Transaction Documents review in advance, and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Transaction. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other party with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transaction. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries (if applicable), directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Each of First Place, the Bank, Franklin and Franklin Bank shall cooperate and use their respective reasonable best efforts to be made such other prepare all documentation, to effect all filings required and to obtain all permits, consents, approvals and authorizations of such Party or any of its Affiliates under any Laws with respect all third parties and Governmental Entities necessary to this Agreement consummate the Merger and Subsidiary Merger and the other Transaction Documents transactions contemplated hereby; and any initial filings with Governmental Entities shall be made by First Place as soon as reasonably practicable after the execution hereof. Each of First Place and Franklin shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed), and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Entity in connection with the Merger and Subsidiary Merger. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Merger and Subsidiary Merger, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Merger. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries (if applicable), directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries (if applicable) to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionEntity.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Buyer and Seller shall cooperate and use their respective commercially reasonable efforts to be made such prepare any documentation, to effectuate all filings and to obtain all permits, consents, approvals and authorizations of all Governmental Authorities necessary to consummate the transactions contemplated hereby as promptly as practicable. Each party agrees that it shall consult with the other filings required of such Party or any of its Affiliates under any Laws party with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all Governmental Authorities necessary or advisable to consummate the transactions contemplated hereby, and each party shall keep the other party apprised of the status of all such matters relating to completion of the transactions contemplated hereby. Without limiting the foregoing, Seller and Buyer will furnish the other with copies of notices or other communications received by Seller, on the one hand, and Buyer, on the other, as applicable, from any Governmental Authority or any other Person with respect to the approval or consent required in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; Ancillary Agreements. (b) cooperate with Buyer, Seller and the Company agree, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Affiliates (if applicable), directors, officers, members and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates or (if applicable) to any member of Governmental Authority. Buyer, Seller and the Company Group (including direct and indirect equity owners) be required agree to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of provide reasonable assistance as the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking other may request in connection with this Agreement, the Transaction Documents preparation of such filings or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends submissions to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From As soon as reasonably practicable following the date of this Agreement until hereof (but in any event within seven (7) Business Days), the Closing, each of the Buyer Company and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other all filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates submissions under the HSR Act and any other material Laws or regulations applicable to the Company, its Subsidiaries and the Seller for the consummation of the transactions contemplated herein. Each of the Company and the Seller shall promptly comply with any additional inquiries or requests for information by any Governmental Entities, including requests for production of documents. Each of the Company and the Seller shall keep the Purchaser reasonably apprised of the status of any such inquiries or requests for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by communications with any Governmental Body with respect to Entities regarding the transactions contemplated by this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member Agreement. Each of the Company Group (including direct and indirect equity owners) be the Seller shall diligently assist and cooperate with the Purchaser in preparing and filing all documents required to agree to, enter into be submitted by the Purchaser or offer its Affiliates to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking Governmental Entities in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby and in obtaining any Governmental Entity or thereby. If a Party third-party consents, waivers, authorizations or any of approvals that may be required to be obtained by the Purchaser in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to the Purchaser all information concerning the Company and the Seller and/or its Affiliates intends that counsel to participate the Purchaser reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval); provided that, notwithstanding the foregoing, neither the Company nor its Subsidiaries shall have any meeting obligation to provide any information the disclosure of which is prohibited under applicable Law or discussion with any Governmental Body with respect is subject to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionattorney–client privilege.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller Sellers shall, and shall cause their respective Affiliates to: to (ai) make or cause to be made such other the filings required of such Party party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents transactions contemplated hereby and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; , and in any event within ten Business Days after the date hereof, (bii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; , (ciii) use commercially reasonable efforts Reasonable Efforts to cause the expiration or termination of the notice or waiting periods under the HSR Act and any applicable other Laws with respect to this Agreement and the other Transaction Documents transactions contemplated hereby as promptly as is reasonably practicable; , (div) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filings; , (ev) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, actions and proceedings with Governmental Bodies Authorities relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (fvi) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosedpracticable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, documents or other materials; , (gvii) use commercially reasonable efforts Reasonable Efforts to resolve any objections as may be asserted by any Governmental Body Authority with respect to this Agreement and the other Transaction Documents; transactions contemplated hereby, and (hviii) use commercially reasonable efforts Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or therebyas in violation of any Law. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionmeeting.

Regulatory Filings. From the date Each of this Agreement until the Closing, each of the Buyer Parent and the Seller shall, and Company shall cause their respective Affiliates to: (a) make or cause to be made such other all filings and submissions required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it HSR Act within ten (10) Business Days after the date hereof in connection with such filingsthe consummation of the transactions contemplated herein (which filings and submissions shall seek early termination). In connection with the transactions contemplated herein, in each case as Parent and the Company shall promptly as is reasonably practicable; (b) practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities. Notwithstanding anything herein to the contrary, Parent and the Company shall cooperate in good faith with the other Party any Governmental Entities and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) shall use commercially their reasonable best efforts to take, or cause to be taken, and to do, or cause to be done, any and all action necessary, proper, or advisable to avoid or eliminate each and every impediment under the expiration or termination of HSR Act that may be asserted by any Governmental Entity so as to enable the notice or waiting periods under any applicable Laws with respect to transactions contemplated by this Agreement to be completed expeditiously and lawfully. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate Parent to offer, agree to, or implement any divestitures, hold separates, or restrictions on the operation of Parent or the Company that would be reasonably likely to result in a material adverse effect as measured against the Company. Parent and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult Company each shall diligently assist and cooperate with the other Party in preparing and filing any and all written communications that are to be submitted to any Governmental Entities in connection with the transactions contemplated hereby and in obtaining any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained by any Group Company in connection with the transactions contemplated hereby, which assistance and cooperation shall include: (i) timely furnishing to the other Party all information concerning the other Party that counsel to the other Party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) promptly providing the other Party with copies of all written communications to or from any Governmental Entity relating to the HSR Act; provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with contractual arrangement or applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as "outside antitrust counsel only"; (iii) keeping the other Party reasonably informed of any communication received or given in connection with any analysesproceeding by the other Party, appearances, presentations, memoranda, briefs, arguments, in each case regarding the Merger; and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; (iv) permitting the other Party to review and incorporate the other Party's reasonable comments in advance any proposed written communication between given by it and to any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party Entity or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreementany proceeding related to the HSR Act, in each case regarding the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionMerger.

Regulatory Filings. From (a) Each of SHBI and Severn and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all Governmental Authorities necessary to consummate the Transaction; and SHBI shall use its best efforts to make any initial application filings with Governmental Authorities within forty-five (45) days of the date of this Agreement until or as promptly as reasonably practicable thereafter. Each of SHBI and Severn shall have the Closingright to review in advance, and to the extent practicable, each of shall consult with the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsother, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any Governmental Authority in connection with the Transaction, provided that SHBI shall not be required to provide Severn with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other party hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other party apprised of the status of material matters relating to completion of the Transaction. Each party hereto further agrees to the extent permitted by applicable law, regulation or policies imposed by any Governmental Authority, to provide the other party with a copy of all correspondence to or from any Governmental Authority in connection with the Transaction and descriptions of any material or significant oral communications with any Governmental Authority in connection with the Transaction, provided that SHBI shall not be required to provide Severn with confidential portions of any filing or other communication with a Governmental Authority. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish party with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller party or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required Subsidiaries to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From (a) Each of PPBI, Pacific Premier and IDPK and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction; and PPBI shall use its best efforts to make any initial application filings with Governmental Authorities within thirty (30) days of the date of this Agreement until or as promptly as reasonably practicable thereafter. Each of PPBI and IDPK shall have the Closing, each of the Buyer and the Seller shallright to review in advance, and to the extent practicable each shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws consult with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsother, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Transaction, provided that PPBI shall not be required to provide IDPK with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transaction. Each party hereto further agrees to provide the other parties with a copy of all correspondence to or from any Governmental Authority in connection with the Transaction, provided that PPBI shall not be required to provide IDPK with confidential portions of any filing with a Governmental Authority. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to be made such prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transactions and any other filings required of such Party or any of its Affiliates under any Laws with respect to transactions contemplated by this Agreement and the Bank Merger Agreement; and any initial filings with Governmental Authorities (other Transaction Documents than the Proxy Statement) shall be made by Parent as soon as reasonably practicable after the execution hereof. Each of Parent and the Company shall have a reasonable time to review such filings in advance, and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; (b) cooperate . Each party hereto agrees that it shall consult with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws parties hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform Bank Merger Agreement, and each party shall keep the other Party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (andb) Each party agrees, at upon request, to furnish the other Party’s reasonable requestparties with all information concerning itself, supply to its Subsidiaries, directors, officers and stockholders and such other Party) any communication (matters as may be reasonably necessary or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From (a) As promptly as reasonably practicable following the 60th day after the date on which the final Consolidation Filing is made but in any event not later than the first Business Day immediately following the 90th day following the date of this Agreement until Agreement, the Closing, each Parties shall make the Second Investment Filings (other than the notice to CFIUS contemplated by Section 5.3(d)). Each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Parties will furnish to be made each other’s counsel such other filings required of necessary information related to such Party or any of its Affiliates under any Laws with respect (in the case of Investor, limited to this Agreement its Restricted Affiliates and the other Transaction Documents Co-Investors) and to pay any fees due of it reasonable assistance as a Party may reasonably request in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession its preparation of any filing or submission that is necessary in connection with such other Party’s filings; the Regulatory Approvals, including by timely providing any additional or supplemental information or documentation (c) use commercially reasonable efforts in either case related to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under (in the HSR Act case of Investor, limited to its Restricted Affiliates and the Co-Investors)) requested by the relevant Governmental Body in connection therewith; provided, that materials provided by a Party to the other Parties’ counsel may be redacted or subject to a confidentiality agreement (i) to remove or protect references concerning the valuation of the Company and its Subsidiaries; (ii) as necessary to comply with contractual arrangements or applicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, including concerns related to protecting personal identifying information or business confidential information. Subject to the terms of this Section 5.3, each of the Parties will comply as promptly as practicable with any other Laws for additional information, documentsreasonable requests made by any Party, or other materials; any requests made by any Governmental Body, for any additional information related to such Party or any of its Affiliates (gin the case of Investor, limited to its Restricted Affiliates and the Co-Investors) in connection with such filings. Investor will be responsible for all filing fees payable in connection with the 27 Second Investment Filings. Otherwise, each Party shall pay its own costs and expenses associated with the Regulatory Approvals. (b) In furtherance and not in limitation of their obligations under this Agreement, the Parties shall, and shall cause their Affiliates (in the case of Investor, limited to its Restricted Affiliates and the Co-Investors) to, use commercially their respective reasonable best efforts to resolve promptly obtain any objections as clearance, consent or Order of any Governmental Body that may be, or become, required in connection with the Regulatory Approvals or otherwise necessary for the consummation of the Transactions prior to the Outside Date, and to avoid the entry of, or effect the dissolution of, any permanent, preliminary or temporary Order that would otherwise have the effect of preventing or materially delaying the Transactions or that would cause the Closing not to occur prior to the Outside Date. In furtherance of the foregoing, the Parties shall take, and not refrain from taking, and shall cause their Affiliates (in the case of Investor, limited to its Restricted Affiliates and the Co-Investors) to take and to not refrain from taking, any reasonable steps necessary to avoid or eliminate each material impediment in connection with obtaining the Regulatory Approvals that may be asserted by any Governmental Body so as to enable the Parties to consummate the transactions contemplated hereby as expeditiously as practicable (and in any event prior to the Outside Date), including (i) with the consent of the Company, opposing (including through litigation on the merits) any motion or action for a temporary, preliminary or permanent injunction or Order against or preventing or delaying the consummation of the transactions contemplated hereby, (ii) promptly complying with any requests for additional information or documentation in respect of the Parties or any of their Affiliates (in the case of Investor, limited to its Restricted Affiliates and the Co-Investors) (including promptly making available any such information and personnel that may be requested by a Governmental Body), (iii) proposing, negotiating, committing to, entering into a consent decree, consent agreement or other agreement or arrangement containing such Party’s or its Affiliates (in the case of Investor, limited to its Restricted Affiliates and the Co-Investors) agreement to hold separate, license, sell or divest (pursuant to such terms as may be required by any Governmental Body) such assets or businesses of the Company, Investor and their respective Affiliates (in the case of Investor, limited to its Restricted Affiliates) and effecting such holding separate, license, sale or divestiture sufficiently prior to the Outside Date to permit the Closing to occur on the terms of this Agreement prior to the Outside Date, effective as of the Closing (including proposing, committing to, or entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such assets or businesses), (iv) making material amendments or modifications to this Agreement and the other Transaction Documents; transaction documents contemplated hereby to the extent required by a Governmental Body (it being understood no such material amendments or modifications will be effective against any Party prior to the Closing), and (hv) use commercially reasonable efforts agreeing to contest such limitations on conduct or actions of members of the Parties and resist their Affiliates (in the case of Investor, limited to its Restricted Affiliates and the Co-Investors) effective as of the Closing, in each case, as may be required in order to obtain satisfaction of the closing conditions set forth in Sections 6.2(a) and Sections 6.3(a) prior to the Outside Date; provided, however, that any action or proceeding instituted contemplated by clauses (or threatened in writing to be institutediii), (iv) by any Governmental Body challenging this Agreement and (v) above is conditioned upon consummation of the other Transaction Documents as violative of any Lawtransactions contemplated hereby; providedprovided further, however, that, notwithstanding anything herein to the contrary contrary, the Parties’ respective obligations under this Section 5.3(b) shall be subject in this Agreement or all respects to the other Transaction Documentsprovisions of Section 5.3(g); and provided further, in no event shall Buyerhowever, Seller or any that, subject to all of the foregoing (including the Parties’ respective obligation to take applicable actions and use their respective Affiliates applicable efforts to obtain the Regulatory Approvals without the application of an FET Burdensome Condition, Investor Burdensome Condition or any member of Parent Burdensome Condition, and to consummate the Company Group (including direct and indirect equity owners) be required 28 transactions contemplated hereby subject to agree tothe conditions set forth in Article VI), enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 Parties shall use their respective Affiliates or any member of reasonable best efforts to procure that the Company Group actions and agreements contemplated by clauses (including direct and indirect equity ownersiii), (iv) and (v) above do not restrict, condition or similar arrangement or undertaking otherwise limit Investor’s ability to obtain Equity Financing from Co-Investors. (c) The Parties shall (x) coordinate with each other on the plan and strategy for each filing made in connection with this Agreementany Second Investment Filings and (y) instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising in connection with the Second Investment Filings as promptly as practicable. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep the other Party’s counsel appropriately and reasonably informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with the other Party’s counsel regarding appropriate material contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations, the Transaction Documents or any of in each case in connection with the transactions contemplated hereby by this Agreement. With respect to the Second Investment Filings, unless prohibited by applicable Law or thereby. If a by the applicable Governmental Body, and to the extent reasonably practicable, no Party or any of its Affiliates intends to shall participate in any substantive meeting or discussion with any Governmental Body with respect to of any such filings, it shall give applications, investigation or other inquiry without giving the other Party reasonable Parties prior notice ofof the meeting or discussion and, and an to the extent permitted by the relevant Governmental Body or other Person, the opportunity to attend and participate in, in such meeting or discussion. In the event any Party or its Representatives are prohibited by applicable Law or by the applicable Governmental Body from participating in or attending any such meeting or engaging in any such discussion, such Party shall keep the other Parties reasonably and promptly apprised with respect thereto. With respect to the Second Investment Filings, each Party shall provide the other Parties with copies of all material correspondence, filings and communications between it and its Subsidiaries and Affiliates (in the case of Investor, limited to its Restricted Affiliates and the Co-Investors) and their respective Representatives, on the one hand, and any Governmental Body, on the other hand, with respect to this Agreement or the transactions contemplated hereby. Each Party will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and approve the content of any presentations, white papers, economic analysis or other written materials to be submitted by the other Party or Parties to any Governmental Body in advance of any such submission. In exercising the foregoing rights, each Party shall act reasonably and as promptly as practicable. No Party shall withdraw any filings in connection with the Regulatory Approvals or intentionally extend the waiting period in connection with the Regulatory Approvals without the prior written consent of the other Parties. (d) The Parties shall as promptly as practicable and no later than the first Business Day immediately following the 180th day following the date of this Agreement, submit a draft joint voluntary notice regarding the transactions contemplated hereby to CFIUS in accordance with the CFIUS Regulations (the “Draft Voluntary Notice”). Promptly after receipt of comments from CFIUS on the Draft Voluntary Notice, the Parties shall prepare and submit a final joint voluntary notice of the transactions contemplated hereby to CFIUS in accordance with the CFIUS Regulations (the “Final Notice”). Following submission of the Final Notice, the Company and Investor shall cooperate in all respects (to the extent permitted by Law) to obtain CFIUS Clearance, including by (A) providing any additional or supplemental information or documentation requested by CFIUS or any other branch or agency of the U.S. government during the CFIUS review process as promptly as practicable, and in all cases within the amount of time allowed by CFIUS, (B) promptly informing each other of any communication received 29 by Investor or the Company, or given by Investor or the Company to, CFIUS by promptly providing copies to the other party of any such written communication, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi), information otherwise requested by CFIUS to remain confidential or information reasonably determined by Investor or the Company to be business confidential information and (C) permitting each other to review in advance any written or oral communication that Investor or the Company gives to CFIUS, and consult with the Company in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give each other the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS. Without limiting the Parties’ respective obligations with respect to obtaining Regulatory Approvals set forth in the other provisions of this Agreement, Investor shall take, and not refrain from taking, and shall cause its Restricted Affiliates and the Co-Investors to take and to not refrain from taking, any and all steps necessary to obtain the CFIUS Clearance so as to enable the Parties to consummate the transactions contemplated hereby as expeditiously as practicable (and in any event prior to the Outside Date), including by the provision of all such assurances as may be requested or required by CFIUS, including entering into a mitigation agreement, letter of assurance, national security agreement, proxy agreement, trust agreement or other similar arrangement or agreement, in relation to the Company and its Subsidiaries. (e) During the Interim Period, no Party or its Affiliates (in the case of Investor, limited to its Restricted Affiliates and Co-Investors) shall acquire or agree to acquire (by merging or consolidating with, or by purchasing a material portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, licenses, rights (including governance or similar rights), operations or businesses of any Person, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation in the United States would be reasonably expected to impose any material delay in the obtaining of, or increase in any material respect the risk of not obtaining (or of not obtaining without an FET Burdensome Condition, Investor Burdensome Condition or Parent Burdensome Condition) the Regulatory Approvals or increase in any material respect the risk of entry of a Restraint or any other Order prohibiting the consummation of the transactions contemplated hereby. (f) Each of the Parties further agrees that it shall, and shall cause its Affiliates (in the case of Investor, limited to its Restricted Affiliates and the Co-Investors) to, comply with any applicable post-Closing notification or requirements of any antitrust, trade competition, investment control reporting or similar Law of any Governmental Body with competent jurisdiction. (g) For the avoidance of doubt, except as otherwise expressly provided in this Section 5.3 (including the final sentence in this Section 5.3(g) below), nothing in this Section 5.3 shall limit the generality of the Parties’ covenants and agreements set forth in Section 5.4. The Parties expressly acknowledge that a Governmental Body may place conditions on a Regulatory Approval that may affect, impair or otherwise implicate the Parties’ rights and obligations under the A&R Operating Agreement and require amendment thereto. Without limiting the other provisions set forth in this Section 5.3 or in Section 5.4 (and assuming that any Party seeking to enforce this Section 5.3(g) has complied therewith), the Parties shall use their respective reasonable best efforts to negotiate mutually acceptable and reasonable amendments to the form of the A&R Operating Agreement to permit the consummation of the transactions contemplated hereby; provided that no Party shall be required to agree to any amendment to the A&R Operating Agreement that would materially and adversely impact, or would otherwise materially impair, the benefits (including economic benefits, governance rights or information rights) contemplated to be received by such Party in connection with the transactions contemplated hereby. In addition, notwithstanding any other provision of this Agreement to the contrary (including any other provision in this Section 5.3 or Section 5.4), in no event shall, in connection with obtaining or seeking to obtain the Regulatory Approvals, (i) (A) any Party be required to take or agree to take any action or agree to any measure that would constitute an FET Burdensome Condition, or take or permit to be taken such action without the consent of the other Parties, (B) Parent, or any of its Affiliates (other than the Company) be required to take or agree to take any action or agree to any measure that would constitute a Parent Burdensome Condition, or (C) a Guarantor, Investor or any of their respective Affiliates be required to take or agree to take any action or agree to any measure that would constitute an Investor Burdensome Condition.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to be made such prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transactions and any other filings required of such Party or any of its Affiliates under any Laws with respect to transactions contemplated by this Agreement and (including the other Transaction Documents and to pay consolidation of any fees due Company branches with Parent Bank branches or the closure of it in connection with such filingsany Company branches, in each case as Parent in its sole discretion shall deem necessary; provided, however, that in no event shall such branch closures or consolidations be deemed a condition to Parent's obligation hereunder to consummate the Merger) and the Bank Merger Agreement; and any initial filings with Governmental Authorities shall be made by Parent as soon as reasonably practicable after the execution hereof. Each of Parent and the Company shall have the right to review and comment in advance, and to the extent practicable each shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Transactions. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transactions, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transactions. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) Within 5 business days after the date hereof, Parent will make or cause to be made such other all filings required of such Party or any of its Affiliates and submissions under any Laws with respect applicable to this Agreement Parent and Merger Sub and their respective Affiliates for the other Transaction Documents consummation of the transactions contemplated herein. Subject to applicable Laws relating to the exchange of information, the Company will have the right to review in advance, and to pay the extent practicable will consult with Parent on, all the information that appears in any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult Parent will coordinate and cooperate with the other Party Company in connection exchanging such information and providing such assistance. In exercising the foregoing right, the Company will act reasonably and as promptly as practicable. Parent will pay the applicable filing fee under the HSR Act. (b) Parent and Merger Sub will comply with any analysesadditional requests for information, appearances, presentations, memoranda, briefs, arguments, including requests for production of documents and opinions made production of witnesses for interviews or submitted depositions by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable . Parent and with due regard Merger Sub agree to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use take all commercially reasonable efforts steps necessary to resolve avoid or eliminate each and every impediment under any objections as Law that may be asserted by any Governmental Body or any other Person so as to enable the parties to expeditiously close the transactions contemplated hereby. (c) Parent will keep the Company apprised of the status of all filings and submissions referred to in Section 6.02(a) above, including promptly furnishing the Company with copies of notices or other communications received by Parent or Merger Sub in connection therewith. Neither Parent nor Merger Sub will permit any of its officers, employees or other representatives or agents to participate in any meeting with any governmental authority in respect to this Agreement of such filings and submissions unless it consults with the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened Company in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; providedadvance and, that, notwithstanding anything to the contrary in this Agreement or extent permitted by such governmental authority, gives the other Transaction DocumentsCompany the opportunity to attend and participate thereat. (d) Notwithstanding the foregoing, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party Parent or any of its Affiliates intends Subsidiaries be required to participate in (i) effect any meeting divestiture or discussion with license of any assets or properties of Parent or any of its Subsidiaries (including the Surviving Company), (ii) hold separate any such assets or properties, (iii) agree to any restrictions on the operations, business or assets of Parent or any of its Subsidiaries (including the Surviving Company), or (iv) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Body with respect to such filingsthat would restrain, it shall give prevent or delay the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionClosing.

Regulatory Filings. From Each of Buyer and the Company promptly shall cooperate and use commercially reasonable efforts to duly make all filings and submissions necessary, proper or advisable under the HSR Act or any other applicable antitrust or noncompetition Laws or regulations (“Antitrust Laws”), no later than five (5) Business Days from the date hereof, and to obtain any required approval of any Governmental Authority with jurisdiction over the Transaction; provided, however, notwithstanding anything to the contrary herein, failure by any Party to make the filing within such five (5) Business Day period shall not constitute a breach of this Agreement. Each of Buyer and the Company shall furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transaction. Each of Buyer and the Company shall cooperate with the other in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the Transaction, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority. (a) Each of Buyer and the Company shall, as promptly as practicable, comply with any additional requests for information that arise following the notifications and related documentation required under the HSR Act filed and submitted pursuant to this Agreement, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authorities. The Parties shall keep each other appraised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority with respect to the Transaction. Each of Buyer, on the one hand, and Holdings and the Company, on the other hand, shall diligently assist and cooperate with the other in preparing and filing all documents required to be submitted to any Governmental Authorities in connection with the Transaction and in obtaining any Governmental Authority or third party consents, waivers, authorizations or approvals which may be required to be obtained by Buyer, Holdings, the Stockholders or the Company in connection with the Transaction. (b) Buyer and its Affiliates shall take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all approvals under the Antitrust Laws in connection with the consummation of the Transaction, as promptly as practicable. Without limiting the foregoing, such actions include: (i) proposing, negotiating, committing to and/or effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, transfer, license, disposition or hold separate of such assets, properties, or businesses of Buyer or its Affiliates or of the Business to be acquired pursuant to this Agreement as are required to be divested to avoid the entry of any decree, judgment, injunction (permanent or preliminary) or any other order that would materially delay or prevent the consummation of the Transaction as promptly as practicable; (ii) terminating, modifying or assigning existing relationships, contracts or obligations of Buyer or its Affiliates or those relating to the Business to be acquired pursuant to this Agreement; (iii) changing or modifying any course of conduct regarding future operations of Buyer or its Affiliates or the Business to be acquired pursuant to this Agreement, or (iv) otherwise taking or committing to take any other action that would limit Buyer or its Affiliates’ freedom of action with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the Business to be acquired pursuant to this Agreement; and (v) taking any and all actions to contest and defend any claim, cause of action or proceeding instituted or threatened challenging the Transaction as violating any Antitrust Laws, including any injunction (whether temporary, preliminary or permanent). Buyer shall, and shall cause its Affiliates to, keep Holdings and Company fully informed of all matters, discussions and activities relating to any of the matters described in or contemplated by clauses (i) through (v) of this Section 5.7(b). (c) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the ClosingClosing Date, each of Buyer, on the Buyer one hand, and the Seller shallCompany, Holdings and Stockholders on the other hand, shall not, and shall cause their respective Affiliates not to: (a) make , take or cause agree to take any action that would reasonably be made such other filings required of such Party expected to prevent the parties from obtaining any Governmental Authority or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it third party consents in connection with such filingsthe Transaction, in each case as promptly as is reasonably practicable; (b) cooperate with or to prevent or materially delay or impede the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination consummation of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionTransaction.

Regulatory Filings. From the date (a) Each of this Agreement until the Closing, each of the Buyer Parent and the Seller Merger Sub shall, and shall cause their respective Affiliates to: (a) make , if applicable, on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the Transactions in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the Transactions, including any Legal Proceedings initiated by a private party. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Transactions or with respect to any filings that have been made, then such party shall use its best reasonable commercial efforts to make, or cause to be made made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the Parties agree to (i) give each other filings required reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such Party or any of its Affiliates under any Laws meetings, (iii) keep the other party reasonably apprised with respect to this Agreement and any oral communications with any Governmental Authority regarding the other Transaction Documents and to pay any fees due of it in connection with such filingsMerger, in each case as promptly as is reasonably practicable; (biv) cooperate with in the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination filing of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to resolve any requests or objections as may be asserted made by any Governmental Body Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each Party, as appropriate) with copies of all written communications to this Agreement and or from any Governmental Authority relating to the other Transaction Documents; Merger, and (hvii) use commercially cooperate and provide each other with a reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 8.01(b). Any such meeting disclosures, rights to participate or discussionprovisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential information. (b) From and after the date hereof and until the Closing, each of the Company and Parent shall not operate their respective businesses in such manner or take any action that would reasonably be expected to increase in any material respect the risk of not obtaining any such Approval from a Governmental Authority or that would violate any Law.

Regulatory Filings. From (a) Subject to the date other provisions of this Agreement until the ClosingAgreement, each of the Buyer Washington Federal and the Seller shall, FFSW and shall cause their respective Affiliates to: (a) make or cause Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction; and any initial filings with Governmental Authorities shall be made by Washington Federal (and FFSW, if applicable) as soon as reasonably practicable after the execution hereof and in no event (except for delays caused by FFSW or its Subsidiaries) later than the 45th day following the date hereof. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Washington Federal to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities or third parties that would reasonably be expected to result in a Burdensome Condition. Each of Washington Federal and FFSW shall have the right to review in advance, subject to applicable laws relating to the exchange of information, all of the information relating to such other filings required of such Party or party and any of its Affiliates under Subsidiaries that appears in any Laws with respect to this Agreement and filing made by the other Transaction Documents and to pay party with, or written information submitted to, any fees due of it third party or any Governmental Authority in connection with such filings, in each case as promptly as is reasonably practicable; the Transaction. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries (if applicable), directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shallwill, and shall will cause their respective Affiliates to: to (a) make or cause to be made such other the filings required of such Party or any of its Affiliates (and, in the case of Seller and any of its respective Affiliates) under any Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; , and in any event within ten (10) Business Days after the date hereof, (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; , (c) use commercially reasonable efforts Reasonable Efforts to cause the expiration or termination of the notice or waiting periods under the HSR Act and, if applicable, any applicable other Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents as promptly as is reasonably practicable; , (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filings; , (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, discussions and proceedings with Governmental Bodies Authorities relating to such filings, including, subject to applicable Law; , permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; Authority, (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosedpracticable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, documents or other materials; , and (g) use commercially reasonable efforts Reasonable Efforts to resolve any objections as may be asserted by any Governmental Body Authority with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or therebyby this Agreement. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Authority with respect to such filingsfilings or the transactions contemplated by this Agreement, it shall will give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. Notwithstanding anything contained herein to the contrary, none of Buyer, Seller or any of their respective Affiliates shall have any obligation to hold separate or divest any of their respective properties or assets, defend against any lawsuit, action or proceeding, judicial or administrative, challenging this Agreement or the transactions contemplated hereby, or expend a material amount of funds, in each case in connection with compliance with this Section 5.4.

Regulatory Filings. From (a) Except as may be otherwise specified by the date JSC or JCT (as applicable), or as otherwise required for a Party to perform its obligations under this Agreement, unless and until either Party exercises its Opt-Out Right, Roche (or its Related Parties) shall be the holder of this Agreement all Regulatory Approvals (including NDA submissions) for the Licensed Product(s) in the Territory; provided that Alnylam shall be the holder of all INDs and IND submissions for Licensed Product(s) in the Territory. The Party taking the lead with respect to a particular regulatory filing hereunder (each, the “Lead Regulatory Party”) shall be Alnylam through First Phase II Completion and Roche thereafter, unless and until either Party exercises its Opt-Out Right, in which case the ClosingContinuing Party shall be the Lead Regulatory Party. Promptly following First Phase II Completion (or earlier in countries for which Roche is Lead Regulatory Party), Alnylam shall transfer to Roche all INDs and IND submissions for Licensed Product(s) in the Territory, to the extent permitted by applicable Laws and subject to Section 7.1(c). (b) The Lead Regulatory Party shall have the right, with respect to regulatory activities within its purview, to (i) oversee, monitor and coordinate all regulatory actions, communications and filings with, and submissions to, each Regulatory Authority, (ii) be responsible for interfacing, corresponding and meeting with each Regulatory Authority, and (iii) be responsible for maintaining all applicable regulatory filings. The Lead Regulatory Party shall allow the other Party’s representative(s) to attend Health Authority (“HA”) meetings with respect to a Licensed Product, through Phase II Completion for such Licensed Product throughout the Territory and, solely with respect to the U.S., following Phase II Completion. The Lead Regulatory Party shall notify the other Party reasonably in advance of any such HA meeting(s) to permit the Buyer other Party a reasonable opportunity to prepare for and the Seller shallattend such meeting, and shall cause their respective Affiliates provide the other Party with copies of all material HA correspondence and relevant documents that the Lead Regulatory Party either receives from, or submits to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws , the HA throughout the Territory with respect to a Licensed Product. (c) Except as may be otherwise specified by the JSC or JCT (as applicable), or as otherwise required for a Party to perform its obligations under this Agreement Agreement, each Party and its Related Parties shall have the right to cross-reference all INDs, Regulatory Approvals and all other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with regulatory filings filed by the other Party and furnish all information in such Party’s possession that is necessary in connection with or such other Party’s filings; (c) use commercially reasonable efforts to cause respective Related Parties in the expiration or termination of the notice or waiting periods under any applicable Laws Territory with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (dDevelopment, Manufacture or Commercialization of the Licensed Product(s) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any hereunder. For purposes of its Affiliates under the HSR Act and any other Laws for additional informationclarity, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted following First Phase II Completion (or threatened earlier in writing to be instituted) by any Governmental Body challenging this Agreement and countries in which Roche is the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity ownersLead Regulatory Party), or similar arrangement or undertaking in connection it is contemplated that Roche shall file all INDs and IND submissions directly with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionappropriate Regulatory Authorities.

Regulatory Filings. From (a) Each of F&M and DELTA and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction; and F&M shall use its best efforts to make any initial application filings with Governmental Authorities within thirty (30) days of the date of this Agreement until or as promptly as reasonably practicable thereafter. Each of F&M and DELTA shall have the Closing, each of the Buyer and the Seller shallright to review in advance, and to the extent practicable each shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws consult with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsother, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Transaction, provided that F&M shall not be required to provide DELTA with confidential portions of any filing with a Government Authority. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transaction. Each party hereto further agrees to provide the other parties with a copy of all correspondence to or from any Governmental Authority in connection with the Transaction, provided that F&M shall not be required to provide DELTA with confidential portions of any filing with a Governmental Authority. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) Parent will, within five (5) Business Days after the date hereof, make or cause to be made such other all filings and submissions under any antitrust, competition and similar legislation or regulations, including the HSR Act (to the extent required of such Party filings or any of submissions have not been made prior to the date hereof), applicable to Parent and its Affiliates under any for the consummation of the transactions contemplated herein. Subject to applicable Laws with respect relating to this Agreement and the other Transaction Documents exchange of information, the Company will have the right to review in advance, and to pay the extent practicable will consult with Parent on, all the information that appears in any fees due such filings. In exercising the foregoing right, the Company will act reasonably and as promptly as practicable. Parent will cause the filings under the HSR Act to be considered for grant of it "early termination." (b) Parent will comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Bodies, in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; filings under Section 7.04(a). (c) use commercially reasonable efforts to cause Parent will keep the expiration or termination Company reasonably apprised of the notice or waiting periods under any applicable Laws status of all filings and submissions referred to in Section 7.04(a), including furnishing the Company with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party copies of (and, at the other Party’s reasonable request, supply to such other Party) any communication (notices or other correspondence or memoranda) from or to, and communications received by Parent in connection therewith. Parent will not permit any proposed understanding or agreement with, of Parent's Representatives to participate in any meeting with any Governmental Body in respect of such filings; filings and submissions unless, to the extent permitted by such Governmental Body, it consults with the Company in advance and gives the Company the opportunity to attend and participate thereat. (ed) consult Parent will, and will cause its Affiliates to, use reasonable best efforts to promptly take any and all steps necessary to obtain all authorizations, clearances, consents, orders, waivers and other approvals of, and file all notices with, all Governmental Bodies and officials that may be or become necessary for the execution, delivery or performance of, and the consummation of the transactions contemplated by, this Agreement and will cooperate fully with the other Party parties hereto in connection with any analysespromptly seeking to obtain all such authorizations, appearancesclearances, presentationsconsents, memorandaorders, briefs, arguments, waivers and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, other approvals and proceedings with Governmental Bodies relating to filing such filings, including, subject to applicable Lawnotices; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or provided that neither Parent nor any of its Affiliates under will be obligated to (and, without Parent's prior written consent, neither the HSR Act and Company nor any other Laws for additional informationof its Subsidiaries will) (x) enter into any settlement, documentsundertaking, consent decree, stipulation or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by agreement with any Governmental Body in connection with the transactions contemplated hereby, to divest, license, dispose of, transfer or otherwise hold separate (including by establishing a trust or otherwise), with respect to this Agreement and to, any of its, the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist Company's, any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and of the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller Company's Subsidiaries' or any of their respective Affiliates Affiliates' businesses, assets or properties (or any member portion thereof), (y) accept any condition, limitation, obligation, commitment or requirement or take any other action imposed or proposed by any Governmental Body that materially restricts or limits its, the Company's, any of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, Company's Subsidiaries' or any of UNIT PURCHASE AGREEMENT 40 their Affiliates' freedom of action or operation of their respective Affiliates businesses at such time or in the future or (z) contest, administratively (through the initiation, response or defense of a legal action) or in court, any member Order or other action of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of Governmental Body respecting the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionby this Agreement.

Regulatory Filings. From (a) Each of Parent and Merger Sub, on the date of this Agreement until the Closingone hand, each of the Buyer and the Seller Company, on the other hand, shall, and shall cause their respective Affiliates Representatives to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, with any Governmental Body in respect Authority regarding any of such filings; (e) consult and cooperate with the other Party transactions contemplated by this Agreement or in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) give each other reasonable advance notice of and give each other an opportunity to participate in any oral communications with any Governmental Authority regarding the transactions contemplated hereby, and keep the other party reasonably apprised with respect to all such communications, (iv) cooperate in the filing of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with reasonable advance opportunity to review and opinions comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the transactions contemplated hereby, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the transactions contemplated hereby, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or submitted as appropriate to protect Confidential Information. (b) Each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any registrations, declarations or filings not expressly contemplated by this Agreement are required to be or on behalf of should be made, and whether any Party other consents, waivers, order, approvals, permits or authorizations not expressly contemplated by this Agreement are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with all meetings, actions, discussionsthe transactions contemplated hereby, and proceedings with Governmental Bodies relating to such (ii) promptly make any filings, includingfurnish information required in connection therewith and seek to obtain timely any such consents, subject permits, authorizations, approvals or waivers that the parties determine are required to applicable Law; permitting be or should be made or obtained in connection with the other Party transactions contemplated hereby. (c) Parent and the Company agree to review in advance avoid or eliminate each and every impediment under any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party antitrust or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as competition law that may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller Authority or any of their respective Affiliates or any member of other party so as to enable the Company Group (including direct and indirect equity owners) be required parties to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of consummate the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate as promptly as practicable and in any meeting or discussion with any Governmental Body with respect event prior to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionOutside Date.

Regulatory Filings. From (a) Except as may be otherwise specified by the date JSC or JCT (as applicable), or as otherwise required for a Party to perform its obligations under this Agreement, unless and until either Party exercises its Opt-Out Right, Roche (or its Related Parties) shall be the holder of this Agreement all Regulatory Approvals (including NDA submissions) for the Licensed Product(s) in the Territory; provided that Alnylam shall be the holder of all INDs and IND submissions for Licensed Product(s) in the Territory. The Party taking the lead with respect to a particular regulatory filing hereunder (each, the “Lead Regulatory Party”) shall be Alnylam through First Phase II Completion and Roche thereafter, unless and until either Party exercises its Opt-Out Right, in which case the ClosingContinuing Party shall be the Lead Regulatory Party. Promptly following First Phase II Completion (or earlier in countries for which Roche is Lead Regulatory Party), Alnylam shall transfer to Roche all INDs and IND submissions for Licensed Product(s) in the Territory, to the extent permitted by applicable Laws and subject to Section 7.1(c). (b) The Lead Regulatory Party shall have the right, with respect to regulatory activities within its purview, to (i) oversee, monitor and coordinate all regulatory actions, communications and filings with, and submissions to, each Regulatory Authority, (ii) be responsible for interfacing, corresponding and meeting with each Regulatory Authority, and (iii) be responsible for maintaining all applicable regulatory filings. The Lead Regulatory Party shall allow the other Party’s representative(s) to attend Health Authority (“HA”) meetings with respect to a Licensed Product, through Phase II Completion for such Licensed Product throughout the Territory and, solely with respect to the U.S., following Phase II Completion. The Lead Regulatory Party shall notify the other Party reasonably in advance of any such HA meeting(s) to permit the Buyer other Party a reasonable opportunity to prepare for and the Seller shallattend such meeting, and shall cause their respective Affiliates provide the other Party with copies of all material HA correspondence and relevant documents that the Lead Regulatory Party either receives from, or submits to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws , the HA throughout the Territory with respect to a Licensed Product. [**] = Portions of this Agreement exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (c) Except as may be otherwise specified by the JSC or JCT (as applicable), or as otherwise required for a Party to perform its obligations under this Agreement, each Party and its Related Parties shall have the right to cross-reference all INDs, Regulatory Approvals and all other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with regulatory filings filed by the other Party and furnish all information in such Party’s possession that is necessary in connection with or such other Party’s filings; (c) use commercially reasonable efforts to cause respective Related Parties in the expiration or termination of the notice or waiting periods under any applicable Laws Territory with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (dDevelopment, Manufacture or Commercialization of the Licensed Product(s) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any hereunder. For purposes of its Affiliates under the HSR Act and any other Laws for additional informationclarity, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted following First Phase II Completion (or threatened earlier in writing to be instituted) by any Governmental Body challenging this Agreement and countries in which Roche is the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity ownersLead Regulatory Party), or similar arrangement or undertaking in connection it is contemplated that Roche shall file all INDs and IND submissions directly with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionappropriate Regulatory Authorities.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Subject to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents provisions of this Agreement, BANK, BHC and PLAZA shall cooperate and use their respective commercially reasonable best efforts to prepare all documentation, to effect all filings and to pay obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated hereby; and BANK and BHC shall use their commercially reasonable best efforts to make any fees due of it in connection necessary initial filings with such filingsGovernmental Authorities, in each case as promptly as is reasonably practicable; within thirty (30) days following the execution hereof. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself and its directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries (if applicable) to any third party or Governmental Authority. (c) Each party shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to BHC, BANK or PLAZA, as the case may be, and any member of the Company Group (including direct and indirect equity owners) be required to agree their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Transaction Documents parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all Governmental Authorities necessary or any advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby or thereby. If a Party or by this Agreement. (d) Each party shall promptly advise the other parties upon receiving any of its Affiliates intends to participate in any meeting or discussion with communication from any Governmental Body with respect Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any approval will not be obtained or that the receipt of any such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionapproval may be materially delayed.

Regulatory Filings. From Within twenty (20) Business Days after the date hereof, the Parties shall make, or cause to be made, the filing required (if any) of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause them or any of their respective Subsidiaries or Affiliates under the HSR Act with respect to the transactions contemplated hereby. The Parties shall make, or cause to be made, as promptly as practicable, all filings necessary to obtain all Regulatory Approvals (defined in Section 13.01) other than the HSR Clearance (defined in Section 13.01). The Parties shall use their reasonable best efforts to: (a) make or cause respond to be any requests for additional information made such other filings required of such Party or by any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicableGovernmental Entity; (b) cooperate with provide the other Party with a reasonable opportunity to review and furnish all comment on any filing, submission, response to an information request or other (oral or written) communication to be submitted or made to any Governmental Entity and such receiving Party shall consider any such received comments in good faith; (c) advise the other Party (and, where applicable, provide a copy) of any written or oral communications that it receives from any Governmental Entity in respect of such Party’s possession that is necessary filings (including in respect of any supplementary filings or submissions) and otherwise in connection with satisfying the Regulatory Approvals; and (d) provide the other Party with a reasonable opportunity to participate in any meetings with any Governmental Entity (subject to any opposition by a Governmental Entity to a particular party’s participation in such meeting) and participate in, or review, any material communication before it is made to any Governmental Entity. Notwithstanding the foregoing, each Party has the right to redact or otherwise exclude a Party from receiving any confidential competitively sensitive information otherwise required to be shared under this Section 7.02, provided that such other Party’s filingsexternal counsel shall be entitled to receive such confidential competitively sensitive information on an external counsel only basis. The Parties shall: (i) not agree to an extension of any waiting period or review being undertaken by a Governmental Entity without the other Party’s prior written consent; (cii) cause any applicable waiting periods to terminate or expire at the earliest possible date; and (iii) resist vigorously, at their respective cost and expense, any Order challenging the completion of the Mergers or any temporary or permanent injunction which could delay or prevent the Closing, all to the end of expediting consummation of the Mergers contemplated herein. Without limiting the generality of Parent’s undertaking pursuant to this Section 7.02, Parent agrees to use commercially reasonable efforts to cause the expiration take any and all steps necessary to avoid or termination of the notice or waiting periods eliminate each and every impediment under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (Antitrust Law or other correspondence competition or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as trade regulation Law that may be asserted by any Governmental Body with respect Entity or any other party so as to enable the Parties to close the transactions contemplated by this Agreement as promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, order, hold separate orders, or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement as are required to be divested, or otherwise offering to take or offering to commit to take any action which it is capable of taking and if the offer is accepted, taking or committing to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Parent, the Surviving Company or their respective Subsidiaries, in each case, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Transaction Documents; and (h) Order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the Mergers contemplated by this Agreement. In addition, Parent shall use its commercially reasonable efforts to contest and resist defend through litigation on the merits any action or proceeding instituted (or threatened claim asserted in writing to be instituted) court by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything party in order to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Selleravoid entry of, or to have vacated or terminated, any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates Order (whether temporary, preliminary or any member of permanent) that would prevent the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking Closing. Any filing fee required in connection with this Agreement, seeking the Regulatory Approvals shall be paid one hundred percent (100%) by each Company as a Company Transaction Documents or any of the transactions contemplated hereby or therebyExpense. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body This Section 7.02 shall not apply with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionTax matters.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make EVBS shall use its reasonable best efforts, and VCB shall cooperate with EVBS, to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction or cause to effect the purchase or redemption of the VCB Preferred Stock. Any initial filings with Governmental Authorities shall be made such other filings required by EVBS as soon as reasonably practicable after the execution hereof. Each of such Party or any of its Affiliates under any Laws with respect EVBS and VCB shall have the right to this Agreement and the other Transaction Documents review in advance, and to pay any fees due of it in connection the extent practicable, each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Transaction or the purchase or redemption of the VCB Preferred Stock. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction or the purchase or redemption of the VCB Preferred Stock, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transaction or the purchase or redemption of the VCB Preferred Stock. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) Within 5 business days after the date hereof, the Company will make or cause to be made such other all filings required of such Party or any of its Affiliates and submissions under any Law applicable to the Company and its Subsidiaries and their respective Affiliates required for the consummation of the transactions contemplated herein. Subject to applicable Laws relating to the exchange of information, Parent will have the right to review in advance, and to the extent practicable will consult with respect to this Agreement the Company and the other Transaction Documents and to pay Subsidiaries on, all the information that appears in any fees due of it in connection with such filings, and the Company will coordinate and cooperate with Parent in each case exchanging such information and providing such assistance. In exercising the foregoing right, Parent will act reasonably and as promptly as is reasonably practicable; . (b) cooperate with the other Party The Company will, and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to will cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or Subsidiaries to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection comply with any analysesadditional requests for information, appearances, presentations, memoranda, briefs, arguments, including requests for production of documents and opinions made production of witnesses for interviews or submitted depositions by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable . The Company agrees to take and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of cause its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use Subsidiaries to take commercially reasonable efforts steps necessary to resolve avoid or eliminate each and every impediment under any objections as Law that may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of other Person so as to enable the Company Group (including direct and indirect equity owners) be required parties to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of expeditiously close the transactions contemplated hereby hereby. (c) The Company will keep Parent apprised of the status of all filings and submissions referred to in Section 5.03(a) above, including promptly furnishing Parent with copies of notices or therebyother communications received by the Company or any Subsidiary in connection therewith. If a Party or Neither the Company nor any Subsidiary will permit any of its Affiliates intends officers, employees or other representatives or agents to participate in any meeting or discussion with any Governmental Body governmental authority in respect of such filings and submissions unless it consults with respect Parent in advance and, to the extent permitted by such filingsgovernmental authority, it shall give gives Parent the other Party reasonable prior notice of, and an opportunity to attend and participate in, such meeting or discussionthereat.

Regulatory Filings. From As soon as may be reasonably practicable, Company and Parent each shall file with the date United States Federal Trade Commission (the “FTC”) and the Antitrust Division of this Agreement until the ClosingUnited States Department of Justice (“DOJ”) Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. Company and Parent each shall promptly (a) supply the other with any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, to the extent that applicable laws provide. Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, each of Company and Parent shall consult with the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause other party prior to be made such other filings required of such Party or any of its Affiliates under any Laws taking a position with respect to this Agreement and any such filing, shall permit the other Transaction Documents to review and to pay any fees due discuss in advance, and consider in good faith the views of it the other in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and opinions made proposals before making or submitted submitting any of the foregoing to any Governmental Entity by or on behalf of any Party party hereto in connection with all meetings, actions, discussions, and any investigations or proceedings in connection with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group transactions contemplated hereby (including direct and indirect equity owners) be required to agree to, enter into under any antitrust or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity ownersfair trade Legal Requirement), coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or similar arrangement or undertaking submissions (and a summary of any oral presentations) made by such party with any Governmental Entity in connection with this Agreement, the Transaction Documents Agreement or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body hereby, provided that with respect to any such filingsfiling, it shall give presentation or submission, each of Parent and Company need not supply the other Party reasonable prior notice of(or its counsel) with copies (or, and an opportunity in case of oral presentations, a summary) to participate inthe extent that any law, treaty, rule or regulation of any Governmental Entity applicable to such meeting party requires such party or discussionits subsidiaries to restrict or prohibit access to any such properties or information.

Regulatory Filings. From (a) Each of the date Company and Buyer shall as promptly as reasonably practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement until Agreement, (i) file or cause to be filed with the ClosingFTC and the DOJ the notification and report form, each if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) make such other filings as are necessary in other jurisdictions in order to comply with all applicable Laws relating to competition and shall promptly provide any supplemental information requested by applicable Governmental Authorities relating thereto. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act and such other applicable Law relating to competition. Each of the Company and Buyer and the Seller shall, and shall cause their its respective Affiliates to: (a) make , furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or cause to be made submission that is necessary under the HSR Act and such other filings required of such Party applicable Law relating to competition and in connection with resolving any investigation or other inquiry by the FTC, the DOJ or any of its Affiliates other applicable Governmental Authority under the HSR Act or any Laws other Law relating to competition with respect to this Agreement the transactions contemplated hereby. Each of the Company and Buyer shall, and shall cause its respective Affiliates to, keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other Transaction Documents applicable Governmental Authority and to pay shall, and shall cause its respective Affiliates to, comply as promptly as reasonably practicable with any fees due of it such inquiry or request and shall, and shall cause its respective Affiliates to, provide as promptly as reasonably practicable any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act and such filings, other applicable Law relating to competition. Any such supplemental information shall be in each case as promptly as is reasonably practicable; (b) cooperate substantial compliance with the other Party requirements of the HSR Act and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; applicable Law relating to competition. Neither the Company nor Buyer (cnor any of their respective Affiliates) use commercially reasonable efforts to cause shall participate in any meeting with the expiration FTC, the DOJ or termination of the notice or waiting periods under any other applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of any filings, investigations or other inquiries without giving the other party reasonable notice prior to the meeting and, to the extent permitted by such filings; (e) Governmental Authority, giving the other party the opportunity to attend and participate at such meeting. Each of the Company and Buyer will consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions proposals made or submitted by or on behalf of itself or any Party of its Affiliates in connection with all meetings, actions, discussions, actions and proceedings with Governmental Bodies under or relating to such filings, the HSR Act or other applicable Laws relating to competition (including, subject with respect to applicable Law; permitting making a particular filing, by providing copies of all such documents to the other Party non-filing party and its advisors prior to review filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in advance connection therewith). (b) Buyer shall be solely responsible for any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates filing fees under the HSR Act and any other Laws for additional information, documents, or other materials; Act. -54- (gc) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding Notwithstanding anything to the contrary in this Agreement or the other Transaction Documentscontained herein, in no event shall none of Buyer, Seller Seller, the Company or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) shall be required to agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that could limit its freedom of action with respect to, enter into or offer its ability to enter into any agreement retain, one or consent order requiring more businesses, product lines or assets; provided, however, that Buyer shall agree, consistent with the terms hereof, conditioned on the Closing, to the extent necessary to ensure satisfaction of the condition set forth in Section 7.1(a) on or prior to the Termination Date, and if the parties are informed by the management of the Bureau of Competition of the FTC that such actions are necessary and required, to the divestiture, hold-separatedisposition, business limitationassignment, limitation on conduct novation or governance transfer of the Buyer, Seller, such tangible or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member intangible assets of the Company Group (including direct and indirect equity owners)the Company Subsidiaries as did not collectively generate, or similar arrangement or undertaking during the 12-month period ended June 30, 2013, gross profits in connection with this Agreement, excess of $16,000,000 in the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionaggregate.

Regulatory Filings. From the date of this Agreement until the Closing, : (a) each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: , (ai) within five (5) Business Days after the date hereof, make or cause to be made such other the filings required of such Party party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; , and in any event, (bii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; , (ciii) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under the HSR Act and any applicable other Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents as promptly as is reasonably practicable; , (div) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filings; , (ev) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, actions and proceedings with Governmental Bodies Authorities relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (fvi) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosedpracticable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, documents or other materials; , (gvii) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents; and (hviii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging the transactions contemplated by this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate inobserve, such meeting or discussionmeeting. (b) Seller shall, and shall cause its Affiliates to, diligently and in good faith continue to prepare for filing with FERC an application by BGS LLC for a certificate of public convenience and necessity under Section 7 of the Natural Gas Act to provide natural gas transportation and storage services in interstate commerce; provided, however, that neither Seller nor its Affiliates shall be obliged to make such certificate application filing prior to Closing.

Regulatory Filings. From the date (a) Each of this Agreement until the Closing, each of the Buyer Parent and the Seller Merger Sub shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of , if applicable, on the one hand, and the Company shall, and shall direct its Affiliates under any Laws with respect to this Agreement and to, on the other Transaction Documents and to pay any fees due of it in connection with such filingshand, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect Authority regarding any of such filings; (e) consult and cooperate with the other Party transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to resolve any requests or objections as may be asserted made by any Governmental Body Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to this Agreement and or from any Governmental Authority relating to the other Transaction Documents; Merger, and (hvii) use commercially cooperate and provide each other with a reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 8.1(b). Any such meeting disclosures, rights to participate or discussionprovisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential information. (b) Each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not expressly contemplated by this Agreement are required to be or should be made, and whether any other consents, approvals, permits or authorizations not expressly contemplated by this Agreement are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (c) Notwithstanding anything in this Agreement to the contrary, each of Parent, Merger Sub and the Company agrees, and shall cause each of its Subsidiaries, to take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any antitrust Law, and to enable all waiting periods under any antitrust Law to expire, and to avoid or eliminate each and every impediment under any antitrust Law asserted by any Governmental Authority, in each case, to cause the Merger and the other transactions contemplated hereby to occur prior to the Outside Date, including but not limited to (i) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Authority and (ii) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party hereto to consummate the transactions contemplated hereby and taking any and all other actions to prevent the entry, enactment or promulgation thereof.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required Each of such Party or any of its Affiliates under any Laws with respect to this Agreement Purchaser, on the one hand, and Seller, on the other Transaction Documents and to pay any fees due of it in connection with such filingshand, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) shall promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect Entity regarding any of such filings; (e) consult and cooperate with the other Party transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Entity relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Entity, each of Purchaser, on the one hand, and Seller, on the other hand, shall (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to the Transactions, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep such other Party reasonably apprised with respect to any oral communications with any Governmental Entity regarding the Transactions, (iv) cooperate in the filing of any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts written communications explaining or defending the Transactions, articulating any regulatory or competitive argument and/or responding to resolve any requests or objections as may be asserted made by any Governmental Body Entity, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to this Agreement to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Entity regarding the other Transaction Documents; Transactions, and (hvi) use commercially reasonable efforts to contest and resist any action or proceeding instituted provide each other (or threatened in writing counsel of each Party, as appropriate) with copies of all written communications to be instituted) by or from any Governmental Body challenging this Agreement and Entity relating to the other Transaction Documents as violative of any Law; provided, that, notwithstanding Transactions. Notwithstanding anything to the contrary in this Agreement or and for the other Transaction Documentsavoidance of doubt, in no event Purchaser and its external counsel shall Buyer, Seller or any of their respective Affiliates or any member of control and direct the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking antitrust strategy in connection with any investigations with, by or before any Governmental Entity relating to this Agreement, the Transaction Documents Agreement or any of the transactions contemplated hereby hereby, and any proceedings initiated by or thereby. If against a Party private party. (b) Each of Purchaser and Seller shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by this Section 6.7 are required to be or should be made, and whether any of its Affiliates intends other consents, approvals, permits or authorizations not contemplated by this Section 6.7 are required to participate in any meeting be or discussion with should be obtained, from any Governmental Body Entity under any other applicable Law in connection with respect to such the transactions contemplated hereby, and (ii) promptly make any filings, it shall give furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the other Party reasonable prior notice of, and an opportunity parties determine are required to participate in, such meeting be or discussionshould be made or obtained in connection with the transactions contemplated hereby.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to, use its Reasonable Efforts to obtain the Regulatory Approvals, and the Parties agree to cooperate fully with each other and with all Governmental Authorities to obtain the Regulatory Approvals at the earliest practicable date, and shall: (ai) make or cause to be made such other the filings required of such Party party or any of its Affiliates (and, in the case of Seller and any of its respective Affiliates) under any Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; , and in any event within 10 Business Days after the date hereof, (bii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; , (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (diii) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filings; , (eiv) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, actions and proceedings with Governmental Bodies Authorities relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (fv) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosedpracticable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, documents or other materials; , (gvi) use commercially reasonable efforts Reasonable Efforts to resolve any objections as may be asserted by any Governmental Body Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents; Agreement, and (hvii) use commercially reasonable efforts Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging the transactions contemplated by this Agreement and the other Transaction Documents as violative in violation of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity of such meeting. The Buyer shall be responsible for any filing fees made in connection with the actions contemplated by this Section 6.4. The provisions set forth in Section 6.5 of this Agreement shall govern to participate in, such meeting or discussionthe extent of any conflict with this Section 6.4.

Regulatory Filings. From (a) Each of Parent and the date Company shall promptly after the execution of this Agreement until the Closing, each of the Buyer and the Seller shallapply for or otherwise seek, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of use its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause obtain, all consents and approvals of Governmental Entities required to be obtained by it for the expiration or termination consummation of the notice Merger. Without limiting the generality or waiting periods under any applicable Laws with respect to this Agreement effect of the foregoing, each of Parent and the other Transaction Documents Company shall, as soon as practicable, make any initial filings required under the HSR Act, and as promptly as is reasonably practicable; practicable make any other additional filings required by any other applicable Antitrust Laws (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) as defined herein). The parties shall consult and cooperate with one another, and consider in good faith the other Party views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions proposals made or submitted by or on behalf of any Party party hereto in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies under or relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act or any foreign or other Antitrust Law; provided, that with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, each of Parent and the Company need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that any law, treaty, rule or regulation of any Governmental Entity applicable to such party requires such party or its subsidiaries to restrict or prohibit access to any such properties or information. (b) Each party will notify the other Laws promptly upon the receipt of: (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto, and (ii) any request by any officials of any Governmental Entity for additional information, documentsamendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.9(a), each party will promptly inform the other materials; of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. (gc) Each of Parent and the Company shall use its commercially reasonable efforts to resolve any objections such objections, if any, as may be asserted by any Governmental Body Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, Council Regulation 139/2004 of the European Commission, and any other federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Parent and the other Transaction Documents; and (h) Company shall use commercially reasonable efforts to contest take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as practicable after the execution of this Agreement. Parent and resist the Company shall take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: (i) entering into negotiations; (ii) providing information required by law or governmental regulation; and (iii) substantially complying with any “second request” for information pursuant to the Antitrust Laws. (d) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Antitrust Law, it is expressly understood and agreed that: (i) Parent shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; providedand (ii) Parent shall be under no obligation to make proposals, thatexecute or carry out agreements or submit to orders providing for a Divestiture. “Divestiture” shall mean (A) the sale, notwithstanding anything to license or other disposition or holding separate (through the contrary in this Agreement establishment of a trust or the other Transaction Documents, in no event shall Buyer, Seller otherwise) of any assets or categories of assets of Parent or any of their respective Affiliates its affiliates or the Company, (B) the imposition of any member limitation or restriction on the ability of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party Parent or any of its Affiliates intends to participate in freely conduct their business or the Company’s business or own such assets, or (C) the holding separate of the shares of Company Common Stock or any meeting limitation or discussion with regulation on the ability of Parent or any Governmental Body with respect of its Affiliates to such filings, it shall give exercise full rights of ownership of the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionshares of Company Common Stock.

Regulatory Filings. From The Company shall, within ten Business Days after the date of this Agreement until the Closinghereof, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made all filings and submissions under the HSR Act in connection with the consummation of the transactions contemplated herein. The Company also shall provide or cause to be provided the notices, make or cause to be made the filings and obtain the authorizations, waivers, consents or approvals, set forth on the attached Company Regulatory Schedule. The Company shall coordinate and cooperate with Parent in exchanging such information and providing such assistance as Parent may reasonably request in connection with all of the foregoing and all filings and submissions under the HSR Act or with respect to any other filings required regulatory approvals, notices, non-objections or other requirements. In connection with the consummation of the transactions contemplated herein, the Company shall promptly comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities. The Company shall use its commercially reasonable efforts to obtain any governmental or third party consents, waivers, authorizations or approvals set forth on Schedule 3.01(e) which may be required to be obtained by the Company in connection with the transactions contemplated hereby and to consummate such Party transactions as promptly as practicable. The Company shall diligently assist and cooperate with Parent in preparing and filing all documents required to be submitted by Parent or its Affiliates to any Governmental Entities in connection with the transactions contemplated hereby and in obtaining any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained by Parent or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to Parent all information concerning the Company and/or its Affiliates that counsel to Parent reasonably determines is required to be included in such filingsdocuments or would be helpful in obtaining such required consent, waiver, authorization or approval, in each case as promptly as is reasonably practicable; (b) cooperate with case, only to the other Party extent the Company possesses such information). The Company shall request and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) shall use its commercially reasonable efforts to cause the expiration or obtain early termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates period under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAct.

Regulatory Filings. From (a) As promptly as reasonably practicable (but in no event later than fifteen (15) Business Days following the date of this Agreement until with respect to any filings required under the ClosingHSR Act), each of party shall file all applicable notices, reports and other documents required to be filed with any Governmental Entity with respect to the Buyer Merger and the Seller shallother transactions contemplated by this Agreement, including Notification and Report Forms pursuant to the HSR Act, and shall cause their respective Affiliates to: supply the other party with any information which may be required in order to effectuate such filings, and shall make an appropriate response as promptly as reasonably practicable to any requests for additional information or documentary material by a Governmental Entity in connection with the filings under the HSR Act. (ab) make or cause to be made such Each party hereto shall (i) notify the other filings required parties of such Party or any of its Affiliates under any Laws communication with respect to this Agreement and the transactions contemplated hereby to that party from any Governmental Entity, and, subject to applicable Law, permit the other Transaction Documents parties to review and to pay any fees due discuss in advance, and consider in good faith the views of it the other party in connection with such filingswith, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws proposed communication with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; transactions contemplated hereby to any Governmental Entity, (dii) promptly inform furnish the other Party parties with copies of (andall correspondence, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or tofilings, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication communications between it and any its Representatives, on the one hand, and such Governmental Body; (f) complyEntity, as promptly as is reasonably practicable and with due regard to maintaining on the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosedother hand, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to hereby, (iii) not participate in any meeting or discussion with any Governmental Body Entity in respect of any filings, investigation, or inquiry concerning any competition or antitrust matters in connection with this Agreement or the transactions contemplated hereby unless it consults with the other parties in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate thereat, and (iv) furnish the other parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members or their respective staffs, on the other hand, with respect to such filingsany competition or antitrust matters in connection with this Agreement. Any materials exchanged in connection with this Section 5.5 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, it and to remove references concerning valuation or other competitively sensitive material, and the parties may, as they deem advisable and necessary, designate any materials provided to the other under this Section 5.5 as “outside counsel only.” (c) Each party shall (i) give the other Party party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other party informed as to the status of any such Legal Proceeding or threat and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly inform the other party of any communication to or from any Governmental Entity regarding the Merger. (d) Parent shall, upon reasonable prior notice consultation with the Company and in consideration of the Company’s views in good faith, be entitled to direct the defense of this Agreement and the transactions contemplated hereby before any Governmental Entity and to take the lead in the scheduling of, and an strategic planning for, any meetings with, and the conducting of negotiations with, Governmental Entities regarding (i) the expiration or termination of any applicable waiting period relating to the Merger under the HSR Act or (ii) obtaining any consent, approval, waiver, clearance, authorization, or permission from a Governmental Entity; provided, however, that it shall afford the Company a reasonable opportunity to participate therein; and provided, further, that without the Company’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Parent shall not make any commitment to or agreement with any Governmental Entity to delay the consummation of any of the transactions contemplated by this Agreement. (e) Subject to the conditions and upon the terms of this Agreement, including Section 5.5(g), each party shall use reasonable best efforts to take, or cause to be taken, all actions necessary to carry out the intent and purposes of this Agreement and to consummate the Xxxxxx and make effective the other transactions contemplated by this Agreement as promptly as reasonably practicable. Without limiting the generality of the foregoing, subject to the conditions and upon the terms of this Agreement, including Section 5.5(g), each party shall (i) reasonably cooperate with the other party, execute and deliver further documents, certificates, agreements and instruments, and take such other actions as may be reasonably requested by the other party to evidence or reflect the transactions contemplated by this Agreement (including the execution and delivery of all documents, certificates, agreements and instruments reasonably necessary for all filings hereunder); (ii) give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement; (iii) use reasonable best efforts to obtain as promptly as practicable the expiration or termination of the waiting period under the HSR Act; (iv) use reasonable best efforts to obtain each other approval, consent, ratification, permission, waiver of authorization (including any authorization of a Governmental Entity) required to be obtained from parties to any material Contracts (if any) or required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement (provided, however, that parties shall not be required to pay any fees or make any other payments to any such Person in order to obtain any such approval, consent, ratification, permission, waiver or authorization (other than normal filing fees with Governmental Entities imposed by Law, which shall be paid by Parent)); and (v) use reasonable best efforts to avoid the entry of, or to have vacated or terminated as promptly as practicable and in any event before the Termination Date, any Order that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits (including appeal) any relevant claim asserted in any court by any Person. (f) Without limiting Section 5.5(e), each party shall use reasonable best efforts to avoid or eliminate each and every impediment under antitrust Laws so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Termination Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Parent, the Company and their respective Subsidiaries and (y) otherwise taking or committing to take actions that after the Closing Date would limit Parent or any Parent Subsidiary’s freedom of action with respect to, or its or their ability to retain any such businesses, product lines or assets (each of (x) and (y), a “Regulatory Remedy”). (g) Anything to the contrary in this Agreement notwithstanding, Parent and its Subsidiaries shall not be required to (and neither the Company nor any of its Subsidiaries shall, or shall offer or agree to, do any of the following without Parent’s written consent) effect or agree to any Regulatory Remedy that, individually or in the aggregate with any other Regulatory Remedy, would reasonably be expected to have a material adverse effect on the business, operations, condition (financial or otherwise) or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger, it being understood that any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination; provided, further, that (x) for this purpose, Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger, shall be deemed a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size of the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, and (y) Parent may condition any Regulatory Remedy upon the consummation of the Merger. At the written request of Parent, the Company shall, and shall cause its Subsidiaries to, agree to take any Regulatory Remedy so long as such Regulatory Remedy is conditioned upon consummation of the Merger. (h) Each of Parent and the Company shall not, and shall not permit their respective Subsidiaries or controlled Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such meeting acquisition, merger or discussionconsolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any actions or nonactions, waivers, clearances, expirations or terminations of waiting periods, consents or approvals from Governmental Entities necessary to consummate the transactions contemplated by this Agreement, or (ii) materially delay or otherwise prevent the consummation of the transactions contemplated by this Agreement.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Each of CCBI and Calnet shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction; and any initial filings with Governmental Authorities shall be made by CCBI as soon as reasonably practicable, and in no case more than 25 Business Days after the execution hereof (provided, however, that the failure to make any such other filings required within such 25 Business Day time-frame shall not be deemed a violation or breach of such Party this Section 6.04 or any a failure of its Affiliates under any Laws with respect a condition to this Agreement close). Each of CCBI and Calnet shall have the other Transaction Documents right to review in advance, and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Transaction. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other party with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transaction. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries (if applicable), directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From (a) Each of PPBI and Grandpoint and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all Governmental Authorities necessary to consummate the Transaction; and PPBI shall use its best efforts to make any initial application filings with Governmental Authorities within forty-five (45) days of the date of this Agreement until or as promptly as reasonably practicable thereafter. Each of PPBI and Grandpoint shall have the Closingright to review in advance, and to the extent practicable, each of shall consult with the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsother, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any Governmental Authority in connection with the Transaction, provided that PPBI shall not be required to provide Grandpoint with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other party hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other party apprised of the status of material matters relating to completion of the Transaction. Each party hereto further agrees to the extent permitted by applicable law, regulation or policies imposed by any Governmental Authority, to provide the other party with a copy of all correspondence to or from any Governmental Authority in connection with the Transaction and descriptions of any material or significant oral communications with any Governmental Authority in connection with the Transaction, provided that PPBI shall not be required to provide Grandpoint with confidential portions of any filing or other communication with a Governmental Authority. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish party with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller party or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required Subsidiaries to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From (a) Each of Parent and the date Company shall promptly after the execution of this Agreement until the Closing, each of the Buyer and the Seller shallapply for or otherwise seek, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of use its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause obtain, all consents and approvals of Governmental Entities required to be obtained by it for the expiration or termination consummation of the notice Merger. Without limiting the generality or waiting periods under any applicable Laws with respect to this Agreement effect of the foregoing, each of Parent and the other Transaction Documents Company shall, as soon as practicable, make any initial filings required under the HSR Act, and as promptly as is reasonably practicable; practicable make any other additional filings required by any other applicable Antitrust Laws (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) as hereinafter defined). The parties shall consult and cooperate with one another, and consider in good faith the other Party views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and opinions proposals made or submitted by or on behalf of any Party party hereto in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies under or relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act or other Antitrust Law; provided, that with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, each of Parent and the Company need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that any law, treaty, rule or regulation of any Governmental Entity applicable to such party requires such party or its subsidiaries to restrict or prohibit access to any such properties or information. (b) Each party will notify the other Laws promptly upon the receipt of: (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto, and (ii) any request by any officials of any Governmental Entity for additional information, documentsamendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.9(a), each party will promptly inform the other materials; of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. (gc) Each of Parent and the Company shall use its commercially reasonable efforts to resolve any objections such objections, if any, as may be asserted by any Governmental Body Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal or state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). Each of Parent and the other Transaction Documents; and (h) Company shall use commercially reasonable efforts to contest take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as practicable after the execution of this Agreement. Parent and resist the Company shall take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: (i) entering into negotiations; (ii) providing information required by law or governmental regulation; and (iii) substantially complying with any "second request" for information pursuant to the Antitrust Laws. (d) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Antitrust Law, it is expressly understood and agreed that: (i) Parent shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; providedand (ii) Parent shall be under no obligation to make proposals, thatexecute or carry out agreements or submit to orders providing for a Divestiture. "Divestiture" shall mean (A) the sale, notwithstanding anything to license or other disposition or holding separate (through the contrary in this Agreement establishment of a trust or the other Transaction Documents, in no event shall Buyer, Seller otherwise) of any assets or categories of assets of Parent or any of their respective Affiliates its affiliates or the Company, (B) the imposition of any member limitation or restriction on the ability of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party Parent or any of its Affiliates intends to participate in freely conduct their business or the Company's business or own such assets, or (C) the holding separate of the shares of Company Common Stock or any meeting limitation or discussion with regulation on the ability of Parent or any Governmental Body with respect of its Affiliates to such filings, it shall give exercise full rights of ownership of the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionshares of Company Common Stock.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause The Bank and the Company shall cooperate and use their respective reasonable best efforts to be made such other promptly prepare and supplement, as needed, all documentation, to effect all filings required and to obtain all permits, consents, approvals and authorizations of such Party or any of its Affiliates under any Laws with respect all third parties, Regulatory Agencies and Governmental Authorities necessary to this consummate the Agreement and the other Transaction Documents Exchange; and any initial filings with the Regulatory Agencies and Governmental Authorities shall be made by the Bank and the Company, as the case may be, as soon as reasonably practicable after the execution hereof but in no event later than ten (10) business days after the date hereof. Each of the Bank and the Company shall have the right to review in advance, and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable Laws relating to the exchange of information, with respect to any information submitted to any third party, any Regulatory Agency or any Governmental Authority in connection with the Exchange. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other party hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties, Regulatory Agencies or Governmental Authorities necessary or advisable to consummate the Exchange, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Exchange. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish party with all information in such Party’s possession that is necessary in connection with concerning itself, its directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of such other party to any Party third party, Regulatory Agency or Governmental Authority in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Lawthe Exchange; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as provided that no third party that is reasonably practicable and with due regard to maintaining the not a Regulatory Agency or not already bound by an obligation of confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or Company, which obligation of confidentiality shall inure to the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member benefit of the Company Group Bank, shall be entitled to receive any confidential information unless it has signed a confidentiality agreement (including direct with non-disclosure and indirect equity ownersnon-use provisions) be required reasonably satisfactory to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of and enforceable by the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionBank.

Regulatory Filings. From (a) The Bank shall, promptly (and in any event within twenty (20) Business Days) after the date of this Agreement until the Closinghereof, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (ai) make or cause to be made such all applicable filings and submissions as required under federal and Massachusetts law and under the HSR Act (and any other applicable Antitrust Laws) in connection with the consummation of the transactions contemplated herein (which filings required of such Party or any of its Affiliates under any Laws and submissions shall seek early termination if made pursuant to the HSR Act (and the equivalent, if available, with respect to this Agreement any such other applicable Antitrust Laws)) and (ii) provide or cause to be provided the notices or filings set forth on Schedule 6.04(ii). The Bank shall be responsible for all filing fees to the Commonwealth of Massachusetts and under the HSR Act and under any other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; applicable Antitrust Laws. (b) Parent, Bank and the Company will cooperate with the other Party and use reasonable best efforts to promptly prepare and file all necessary documentation to obtain all necessary permits, consents, waivers, approvals and authorizations under federal and Massachusetts law necessary to consummate the transactions contemplated by this Agreement. Parent, Bank and the Company will furnish each other and each other’s counsel with all information in such Party’s possession that is necessary in connection with concerning themselves, their subsidiaries, directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesapplication, appearances, presentations, memoranda, briefs, arguments, and opinions petition or other statement made or submitted by or on behalf of the Parent, Bank or the Company to any Party Bank Regulator or Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall have the right to review and approve in advance all meetings, actions, discussions, and proceedings with Governmental Bodies information relating to such filingsthe Company set forth in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Entity. In addition, includingParent, subject Bank and the Company shall each furnish to applicable Law; permitting the other Party to for review a copy of each filing made in advance any proposed written communication between it and connection with the transactions contemplated by this Agreement with any Governmental BodyEntity prior to filing. Each of Parent, Bank and the Company will cooperate with each other and use their reasonable best efforts to address any conditions in any regulatory approval to allow for the consummation of the transactions contemplated by this Agreement; (f) complyprovided, as promptly as is reasonably practicable however, that Parent, Bank and with due regard the Company shall not be required to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, comply with any requests received by such Party condition that would result in a Material Adverse Effect on Parent, Bank or any the Company. (c) Without limiting the generality of its Affiliates under the HSR Act and any other Laws for additional informationforegoing, documents, if a suit or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted Action is threatened or instituted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller Entity or any of their respective Affiliates other Person challenging the validity or any member legality or seeking to restrain the consummation of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with transactions contemplated by this Agreement, the Transaction Documents Parent, Bank and the Merger Sub shall use their reasonable best efforts to avoid, resist, resolve or, if necessary, defend such suit or Action and shall afford the Company a reasonable opportunity to participate therein. The Parent and Bank shall diligently assist and cooperate with the Company in preparing and filing any of and all written communications that are to be submitted to any Governmental Entities in connection with the transactions contemplated hereby and in obtaining any governmental or thereby. If a Party third-party consents, waivers, authorizations or any of approvals that may be required to be obtained by the Company in connection with the transactions contemplated hereby, which assistance and cooperation shall include: (i) timely furnishing to the Company all information concerning the Parent, the Bank and/or its Affiliates intends that counsel to the Company reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) promptly providing the Company with copies of all written communications to or from any Governmental Entity relating to any Antitrust Law; provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iii) keeping the Company reasonably informed of any communication received or given in connection with any proceeding by the Parent, the Bank or the Merger Sub regarding the Merger; and (iv) permitting the Company to review and incorporate such Company’s reasonable comments in any communication given by it to any Governmental Entity or in connection with any proceeding related to the HSR Act, in each case regarding the Merger. Neither the Parent, the Bank nor the Merger Sub, on one hand, nor the Company, on the other hand, shall initiate, or participate in any meeting or discussion with any Governmental Body Entity with respect to such any filings, it shall give applications, investigation, or other inquiry regarding the Merger or filings under the HSR Act without giving the other Party Party, as applicable, reasonable prior notice ofof the meeting or discussion and, and an to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate in, in such meeting or discussion. (d) Parent agrees (i) to file any supplemental listing application, or other applicable notification form as required, for the listing on the NYSE of the shares of Parent Common Stock to be issued in connection with the Merger and (ii) at all times from the date of this Agreement until the Stock Consideration has been paid in full to reserve a sufficient number of shares of Parent Common Stock to fulfill its obligations under this Agreement.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to be made such prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transactions and any other filings required of such Party or any of its Affiliates under any Laws with respect to transactions contemplated by this Agreement and (including the other Transaction Documents and to pay consolidation of any fees due Company branches with Parent Bank branches or the closure of it in connection with such filingsany Company branches, in each case as promptly Parent in its sole discretion shall deem necessary; provided, however, that in no event shall such branch closures or consolidations be deemed a condition to Parent's obligation hereunder to consummate the Merger), the Bank Merger Agreement and the Stock Option Agreement; and any initial filings with Governmental Authorities (other than the Proxy Statement) shall be made by Parent as is soon as reasonably practicable; (b) cooperate practicable after the execution hereof. Each of Parent and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other Party and furnish other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information in such Party’s possession that is necessary submitted to any third party or any Governmental Authority in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to transactions contemplated by this Agreement and the other Transaction Documents Stock Option Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) . Each party hereto agrees that it shall consult and cooperate with the other Party parties hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, the Bank Merger Agreement and the Stock Option Agreement and each party shall keep the other parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other parties with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) make Each of Bancorp and Chart and their respective Subsidiaries shall cooperate and use their respective commercially-reasonable efforts to promptly prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or cause advisable to consummate the Transactions and any other transactions contemplated by this Agreement or any other Transaction Document and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities; and any initial filings with Governmental Authorities (other than the Conversion Prospectus and the Proxy Statement) shall be made by Bancorp as soon as reasonably practicable after the execution hereof. Each of Bancorp and Chart shall have a reasonable time to review such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents in advance, and to pay any fees due of it in connection the extent practicable each shall consult with such filingsthe other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement or any other Transaction Document, and each party shall keep the other parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.

Regulatory Filings. From Each of Buyer and the Company promptly shall cooperate and use commercially reasonable efforts to duly make all filings and submissions necessary, proper or advisable under the HSR Act or any other applicable antitrust or noncompetition Laws or regulations (“Antitrust Laws”), no later than five (5) Business Days from the date hereof, and to obtain any required approval of any Governmental Authority with jurisdiction over the Transaction; provided, however, notwithstanding anything to the contrary herein, failure by any party to make the filing within such five (5) Business Day period shall not constitute a breach of this Agreement. Each of Buyer and the Company shall furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transaction. Each of Buyer and the Company shall cooperate with the other in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the Transaction, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority. (a) Each of Buyer and the Company shall, as promptly as practicable, comply with any additional requests for information that arise following the notifications and related documentation required under the HSR Act filed and submitted pursuant to this Agreement, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authorities. The parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority with respect to the Transaction. Each of Buyer, on the one hand, and the Stockholders’ Representative and the Company, on the other hand, shall diligently assist and cooperate with the other in preparing and filing all documents required to be submitted to any Governmental Authorities in connection with the Transaction and in obtaining any Governmental Authority or third party consents, waivers, authorizations or approvals which may be required to be obtained by Buyer, the Stockholders’ Representative, the Sellers or the Company in connection with the Transaction. (b) Buyer and its Affiliates shall take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all approvals under the Antitrust Laws in connection with the consummation of the Transaction, as promptly as practicable. Without limiting the foregoing, such actions include: (i) proposing, negotiating, committing to and/or effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, transfer, license, disposition or hold separate of such assets, properties, or businesses of Buyer or its Affiliates or of the Business to be acquired pursuant to this Agreement as are required to be divested to avoid the entry of any decree, judgment, injunction (permanent or preliminary) or any other order that would materially delay or prevent the consummation of the Transaction as promptly as practicable; (ii) terminating, modifying or assigning existing relationships, contracts or obligations of Buyer or its Affiliates or those relating to the Business to be acquired pursuant to this Agreement; (iii) changing or modifying any course of conduct regarding future operations of Buyer or its Affiliates or the Business to be acquired pursuant to this Agreement, or (iv) otherwise taking or committing to take any other action that would limit Buyer or its Affiliates’ freedom of action with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the Business to be acquired pursuant to this Agreement; and (v) taking any and all actions to contest and defend any claim, cause of action or proceeding instituted or threatened challenging the Transaction as violating any Antitrust Laws, including any injunction (whether temporary, preliminary or permanent). Buyer shall, and shall cause its Affiliates to, keep the Stockholders’ Representative and Company fully informed of all matters, discussions and activities relating to any of the matters described in or contemplated by clauses (i) through (v) of this Section 5.5(b). (c) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the ClosingClosing Date, each of Buyer, on the Buyer one hand, and the Seller shallCompany and Sellers on the other hand, shall not, and shall cause their respective its Subsidiaries and Affiliates not to: (a) make , take or cause agree to take any action that would reasonably be made such other filings required of such Party expected to prevent the parties from obtaining any Governmental Authority or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it third party consents in connection with such filingsthe Transaction, in each case as promptly as is reasonably practicable; (b) cooperate with or to prevent or materially delay or impede the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination consummation of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionTransaction.

Regulatory Filings. From (a) Each of Parent, Bank Subsidiary and the Company shall cooperate and use their respective reasonable best efforts to prepare, submit, file, update and publish (as applicable) all applications, notifications, reports or other documentation to obtain all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction; and, in any event, subject to the timely receipt of information regarding Company required to be included therein, and of comments, consents, exhibits or other documents to be provided by Company and its advisors or representatives, Parent shall file any application, notice, report or document with Governmental Authorities that are necessary to obtain Regulatory Approval or otherwise required in connection with the transactions contemplated hereby within forty (40) days of the date of this Agreement until the Closing, each Agreement. Each of the Buyer Parent and the Seller shallCompany shall have the right to review in advance, and to the extent practicable each shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws consult with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsother, in each case subject to applicable laws relating to the exchange of information, with respect to all information submitted to any third party or any Governmental Authority in connection with the Transaction, provided that Parent shall not be required to provide the Company with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it shall consult with and keep fully informed the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other parties fully informed of the status of developments relating to completion of the Transaction. Each party hereto further agrees to provide the other parties with a copy of all correspondence to or from any Governmental Authority in connection with the Transaction, provided that Parent shall not be required to provide the Company with confidential portions of any filing with a Governmental Authority. Each party agrees that it will use reasonable best efforts to give the other party reasonable advance notice of, and whenever appropriate, invite the other party (and give due consideration in good faith to any reasonable request of the other party) to participate in, any meetings or discussions held with any Governmental Authority concerning the transactions contemplated hereby; provided that such participation is reasonably practicable; not objected to by such Governmental Authority. The parties further covenant and agree not to extend any waiting period associated with any Regulatory Approval or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and shareholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or Governmental Authority. (c) Until the filing of any member application, notice, report or document with Governmental Authorities that are necessary to obtain Regulatory Approval, neither Parent, nor any of the Company Group (including direct and indirect equity owners) be required its Subsidiaries, will file or apply for any permits, consents, approvals or authorizations of any Governmental Authorities necessary to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Sellerconsummate a merger with, or other acquisition of, any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or Person other than the Company, except for any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking filings that may be necessary in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionMerger.

Regulatory Filings. (a) From the date of this Agreement until the Closing, each of the Buyer and the Seller Parties shall, and shall cause their respective Affiliates to: : (ai) make or cause to be made such other the filings required of by such Party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and Agreement, including filings required under the other Transaction Documents HSR Act, and to pay any fees due of it in connection with such filingsfilings where due; (ii) comply, in each case as promptly as is reasonably practicable; , with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials; (biii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; ; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (div) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body Authority in respect of such filings; ; (ev) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, actions and proceedings with Governmental Bodies Authorities relating to such filings; (vi) use Reasonable Efforts to cause the expiration of the notice or waiting periods under the HSR Act and, includingif applicable, subject any other Laws with respect to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, transactions contemplated by this Agreement as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; practicable; (gvii) use commercially reasonable efforts Reasonable Efforts to resolve any objections as may be asserted by any Governmental Body Authority with respect to the transactions contemplated by this Agreement and the other Transaction DocumentsAgreement; and and (hviii) use commercially reasonable efforts Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging the transactions contemplated by this Agreement and the other Transaction Documents as violative in violation of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group . (including direct and indirect equity ownersb) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body Authority with respect to such filings, it shall give the other Party reasonable prior notice ofof such meeting. (c) In connection with any filing under the HSR Act, Buyer and the Sellers agree to split any filing fee equally. On the date of filing under the HSR Act or within two Business Days thereof, Sellers shall wire transfer to Buyer an opportunity amount equal to participate in, such meeting or discussionone half of the required filing fee.

Regulatory Filings. From (a) The Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) days of the date of this Agreement until (with the Closingexception of the Registration Statement which is addressed in Section 6.3 below)), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third Parties and Governmental Authorities, which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities. CVCY and CWBC shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Law, all the information relating to CVCY or CWBC, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Buyer Parties shall act reasonably and the Seller shall, and shall cause their respective Affiliates to: (a) make or cause to be made such as promptly as practicable. The Parties agree that they will consult with each other filings required of such Party or any of its Affiliates under any Laws with respect to the obtaining of all permits, consents, approvals and authorizations of all third Parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Transaction Documents apprised of the status of matters relating to completion of the transactions contemplated herein, and to pay each Party shall consult with the other in advance of any fees due of it meeting or conference with any Governmental Authority in connection with the transactions contemplated by this Agreement and, to the extent permitted by such filingsGovernmental Authority, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case as promptly as is reasonably practicable; subject to applicable law. As used in this Agreement, the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders and approvals (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or all statutory waiting periods under any applicable Laws with in respect to this Agreement thereof) (i) from the Federal Reserve Board, the FDIC, the OCC, and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documentsDFPI, or other materials; (gii) use commercially reasonable efforts set forth in Section 5.2 or Section 5.3 that are necessary to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of consummate the transactions contemplated hereby by this Agreement (including the Mergers) or thereby. If those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Party Material Adverse Effect on CVCY or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionCWBC.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) Buyer shall, as promptly as possible and at Buyer’s cost and expense (including filing fees), use its best efforts to obtain or cause to be obtained all consents, authorizations, orders, approvals or clearances from, and make or cause to be made all declarations, filings or notices with, all Governmental Authorities that are required by Law for the consummation of the transactions contemplated hereby (including such filings as are necessary or advisable in any jurisdiction in order to comply with all applicable Laws relating to competition, merger control or antitrust), provided that each party shall provide such reasonable cooperation as may be requested by the other party in seeking to obtain any such consents, authorizations, orders, approvals and clearances or in making any such declarations, filings required or notices. (b) The parties agree to comply with any additional requests for information, including requests for production of such Party documents and production of witnesses for interviews or depositions by any Governmental Authorities. (c) Buyer will keep the Company apprised of the status of all filings and submissions referred to in Section 6.07(a), including promptly furnishing the Company with copies of notices or other communications received by Buyer in connection therewith. Buyer will not permit any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsofficers, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (employees or other correspondence representatives or memoranda) from or to, and agents to participate in any proposed understanding or agreement with, meeting with any Governmental Body Authority in respect of such filings; (e) consult filings and cooperate submissions unless it consults with the other Party Company in connection with advance and, to the extent permitted by such Governmental Authority, gives the Company the opportunity to attend and participate thereat. (d) If any analysesadministrative or judicial action or proceeding is instituted (or threatened to be instituted) to prohibit the transactions contemplated by this Agreement, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf the parties will use their respective best efforts to avoid the institution of any Party in connection with all meetings, actions, discussions, such action or proceeding and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any such action or proceeding instituted (and to have vacated, lifted, reversed or threatened overturned any temporary, preliminary or permanent decree, judgment, injunction or other order that is in writing to be instituted) by any Governmental Body challenging this Agreement effect and the other Transaction Documents as violative of any Law; providedthat prohibits, thatprevents, notwithstanding anything to the contrary in this Agreement delays or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any restricts consummation of the transactions contemplated hereby (it being understood that the foregoing obligation of the parties will cease in the event a permanent decree, judgment, injunction or thereby. If a Party other order is issued or any is in effect that is non-appealable and prohibits, prevents, delays or restricts consummation of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussiontransactions contemplated hereby).

Regulatory Filings. From (a) Subject to the date of this Agreement until the Closingterms and conditions herein provided, each of the Buyer Grey Wolf and the Seller shallPrecision shall take, and shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party taken, all action and shall do, or any of its Affiliates cause to be done, all things necessary, appropriate or desirable under any Laws Applicable Law (including the HSR Act) or under applicable Contracts so as to enable the Closing to occur as soon as reasonably practicable, including using its commercially reasonable best efforts to obtain all necessary waivers, consents and approvals, remove all impediments to the Closing, and to identify and make all Precision Regulatory Filings and Grey Wolf Regulatory Filings (the “Regulatory Filings”). Precision and Grey Wolf each will cause all documents it is responsible for filing with any Governmental Authority under this Section 5.9 to comply with all Applicable Laws. For the avoidance of doubt, the Parties agree that their respective obligations and rights with respect to this Agreement filings with the SEC or the Canadian Securities Regulatory Authorities and the other Transaction Documents and to pay any fees due application of it securities laws in connection with the transactions contemplated hereby shall be governed only by Section 5.7 and not this Section 5.9(a). (b) Each of Precision and Grey Wolf shall furnish the other Party with such filingsinformation and reasonable assistance as such other Party and its respective affiliates may reasonably request in connection with their preparation of any Regulatory Filings with any Governmental Authorities; provided, however, that if the provisions of the HSR Act would prevent a Party from disclosing such information to the other Party, then such information may be disclosed to such Party’s counsel. (c) Each of Precision and Grey Wolf shall promptly give voluntary notice to CFIUS under the Exon-Xxxxxx Amendment of the transactions contemplated by this Agreement, and, in each case as promptly connection therewith, provide CFIUS with such information concerning the transactions contemplated by this Agreement as is reasonably practicable; necessary or desirable. (bd) cooperate with the other Party Each of Precision and furnish Grey Wolf shall take, or cause to be taken, all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts action or shall do, or cause to be done, all things necessary, appropriate or desirable to cause the expiration covenants and conditions applicable to the transactions contemplated hereby to be performed or termination of satisfied as soon as practicable, including responding promptly to requests for additional information made by the notice DOJ or the FTC, and to cause the waiting periods under any applicable Laws with respect the HSR Act to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, terminate or expire at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect earliest possible date after the date of such filings; filing. (e) consult Each of Precision and cooperate with Grey Wolf shall use its commercially reasonable best efforts to avoid the entry of, or to have vacated or terminated, any Order or injunction that would restrain, prevent or delay the Closing. Furthermore, if any Governmental Authority shall have issued any Order or injunction, or taken any other Party in connection with any analysesaction, appearancesthat would have the effect of restraining, presentationsenjoining or otherwise prohibiting, memorandadelaying or preventing the consummation of the transactions contemplated hereby, briefs, arguments, each of Precision and opinions made Grey Wolf shall use its commercially reasonable best efforts to have such Order or submitted by injunction or on behalf other action declared ineffective as soon as practicable. (f) Precision and Grey Wolf shall promptly notify each other of any Party in connection with all meetings, actions, discussions, and proceedings with communication concerning this Agreement or the Merger from any Governmental Bodies relating to such filings, includingAuthority and, subject to applicable Applicable Law; permitting , permit the other Party to review in advance any proposed written communication between it and to any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in Authority concerning this Agreement or the other Transaction DocumentsMerger. In addition, in no event Precision and Grey Wolf shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to not agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any substantive meeting or discussion with any Governmental Body Authority in respect of any filings, investigation or another inquiry concerning this Agreement or the Merger, or enter into any agreements with any Governmental Authority, including, without limitation, extending any antitrust waiting periods, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate thereat. Precision and Grey Wolf shall furnish counsel to the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any Governmental Authorities or members of their respective staffs on the other hand, relating to this Agreement and the Merger. (g) Notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require Precision or Grey Wolf or their respective Subsidiaries or Affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of their businesses, or to consent to any disposition of their assets or limits on their freedom of action with respect to any of their businesses, whether prior to or after the Effective Time, or to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to the HSR Act, or other antitrust, competition, pre-merger notification, trade regulation or similar Applicable Laws (collectively, “Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding relating to Antitrust Laws or non-U.S. Antitrust Laws, other than such filingsdispositions, it limitations or consents, commitments or agreements that in each such case may be conditioned upon the consummation of the Merger and the transactions contemplated hereby and that in each such case, individually or in the aggregate, do not have or cause and would not be reasonably be expected to have or cause a Precision Material Adverse Effect after the Merger; provided, however, that neither Precision on the one hand or Grey Wolf on the other hand shall give take or agree to any action required or permitted by this Section 5.9(g) without the prior written consent of the other Party reasonable prior notice of(which consent shall not be unreasonably withheld, and an opportunity to participate in, such meeting conditioned or discussiondelayed).

Regulatory Filings. From the date (a) Each of this Agreement until the Closing, each of the Buyer TriCo and the Seller Valley shall, and shall cause their respective Affiliates Subsidiaries to: , cooperate and use their respective commercially reasonable efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all Governmental Entities necessary to consummate the Transaction; and TriCo shall use its commercially reasonable efforts to make any initial application filings with Governmental Entities within thirty (a30) make or cause to be made such other filings required days of such Party or any the date of its Affiliates under any Laws with respect to this Agreement or as promptly as reasonably practicable thereafter. Each of TriCo and Valley shall have the other Transaction Documents right to review in advance, and to pay any fees due of it in connection the extent practicable, each shall consult with such filingsthe other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any Governmental Entity in connection with the Transaction. In exercising the foregoing right, each Party agrees to act reasonably and as promptly as is reasonably practicable; (b) cooperate . Each Party hereto agrees that it shall consult with the other Party hereto with respect to the obtaining of all permits, consents, approvals, waivers and furnish authorizations of all information in such Party’s possession that is Governmental Entities necessary or advisable to consummate the Transaction, and each Party shall keep the other Party apprised of the status of material matters relating to completion of the Transaction. Each Party hereto further agrees to provide the other Party with a copy of all correspondence to or from any Governmental Entity in connection with the Transaction; provided that TriCo shall not be required to provide Valley with confidential portions of any filing with a Governmental Entity if such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under any provision would violate applicable Laws with respect relating to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; exchange of information. (db) promptly inform Each Party agrees, upon request, to furnish the other Party of (andwith all information concerning itself, at the other Party’s reasonable requestits Subsidiaries, supply to directors, officers and shareholders and such other Party) any communication (matters as may be reasonably necessary or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts their Subsidiaries to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionEntity.

Regulatory Filings. From (a) Each of PPBI and SCB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transaction; and PPBI shall use its best efforts to make any initial application filings with Governmental Authorities within thirty (30) days of the date of this Agreement until or as promptly as reasonably practicable thereafter. Each of PPBI and SCB shall have the Closing, each of the Buyer and the Seller shallright to review in advance, and to the extent practicable each shall cause their respective Affiliates to: (a) make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws consult with respect to this Agreement and the other Transaction Documents and to pay any fees due of it in connection with such filingsother, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Transaction, provided that PPBI shall not be required to provide SCB with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as is reasonably practicable; . Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall keep the other parties apprised of the status of material matters relating to completion of the Transaction. Each party hereto further agrees to provide the other parties with a copy of all correspondence to or from any Governmental Authority in connection with the Transaction, provided that PPBI shall not be required to provide SCB with confidential portions of any filing with a Governmental Authority. (b) cooperate with Each party agrees, upon request, to furnish the other Party and furnish parties with all information in such Party’s possession that is necessary in connection with concerning itself, its Subsidiaries, directors, officers and stockholders and such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration matters as may be reasonably necessary or termination of the notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party advisable in connection with any analysesfiling, appearances, presentations, memoranda, briefs, arguments, and opinions notice or application made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the other Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller parties or any of their respective Affiliates Subsidiaries to any third party or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussionAuthority.