Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the parties shall cooperate with each other and use their respective commercially reasonable efforts to 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 transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser Parent and Subject Company shall cooperate promptly prepare and file with each other to prepare or cause to be prepared the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and Form S-4 file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Purchaser Each of Parent and Subject Company shall use its commercially all reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and Parent and Subject Company and Purchaser shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective shareholdersstockholders. Purchaser Parent shall also use its commercially all reasonable efforts to obtain all necessary state securities Law law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Common Shares Capital Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared Parent and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Subject Company and Purchaser 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 Lawslaws relating to the exchange of information, all of the information relating to Subject Company or PurchaserParent, as the case may be, and its any of their respective Subsidiaries, that Subsidiaries which appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyherein. (c) Each of Purchaser Parent and Subject Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Subject Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser Parent and Subject Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that the receipt of any such approval may will be materially delayed.

Regulatory Matters. (a) Promptly after BANC ONE and FCN shall promptly prepare and file with the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared SEC the Joint Proxy Statement and Form S-4 BANC ONE and Newco shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of BANC ONE, FCN and Newco shall use its commercially all reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser BANC ONE and FCN shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholdersstockholders. Purchaser BANC ONE shall also use its commercially all reasonable efforts to obtain all necessary state securities Law law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Company FCN shall furnish all information concerning Company FCN and the holders of Company Common Shares FCN Capital Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Merger and the Bank Second Step Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared BANC ONE and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser FCN 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 Lawslaws relating to the exchange of information, all of the information relating to Company FCN or PurchaserBANC ONE, as the case may be, and its any of their respective Subsidiaries, that which appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyherein. (c) Each of Purchaser BANC ONE and Company FCN shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBANC ONE, Company FCN or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Second Step Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser BANC ONE and Company FCN shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed.

Regulatory Matters. (a) Promptly after Fifth Third shall promptly prepare and file with the date of this AgreementSEC the Form S-4, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement Statement/Prospectus will be included as a prospectusincluded. Purchaser Each of First National Bankshares and Fifth Third shall use its commercially their reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser First National Bankshares shall thereafter mail or deliver the Proxy Statement Statement/Prospectus to their respective its shareholders. Purchaser Fifth Third shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company First National Bankshares shall furnish all information concerning Company First National Bankshares and the holders of Company Common Shares First National Bankshares Capital Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared First National Bankshares and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Fifth Third 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 Lawslaws relating to the exchange of information, all of the information relating to Company Fifth Third or PurchaserFirst National Bankshares, as the case may be, and its any of their respective Subsidiaries, that which appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party First National Bankshares shall consult with the other in advance of any meeting or conference with any Governmental Entity and also use its best efforts to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could obtain all information as may be reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyrequested from FNB. (c) Each of Purchaser First National Bankshares and Company Fifth Third shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserFirst National Bankshares, Company Fifth Third or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser First National Bankshares and Company Fifth Third shall promptly advise the other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval (as defined below) will not be obtained or that the receipt of any such approval may will be materially delayed.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company VFL and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also cooperate and use its commercially reasonable efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any Governmental Entity necessary state securities Law to authorize, approve or “Blue Sky” permits and approvals required to carry out permit the consummation of the transactions contemplated by this Agreement, the Related Agreements and Company shall furnish any other agreements contemplated hereby or thereby, including, without limitation, as set forth on Schedule 3.04 and Schedule 4.04. Purchaser and VFL will provide each other and their counsel the opportunity to review in advance and comment on all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection such filings with any Governmental Entity. Purchaser and VFL will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 3.04 and Schedule 4.04. It is expressly understood by the parties hereto that each party hereto shall use commercially reasonable efforts to ensure that representatives of both Purchaser and VFL shall have the right to attend and participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Entity or other organization relating to this Agreement or a Related Agreement. In furtherance of the foregoing, Purchaser and VFL shall provide each other reasonable advance notice of any such actionhearing, proceeding, meeting, conference or similar event. The notice required to be given under this Section 5.04 shall be given to representatives of VFL or Purchaser entitled to receive notices hereunder. (b) Promptly after the date of this Agreement, the parties VFL and Purchaser shall cooperate with each other and use their respective commercially reasonable efforts to 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 transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement obtain all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or advisable consents to consummate the transactions contemplated by this Agreement and each party will keep the other apprised Related Agreements, including the consents of third parties under Assigned Contracts. In the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity event and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity that VFL is unable to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing obtain any required approval or any other provision consent of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries non-governmental authorities to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or agreement to be supplied by it for inclusion or incorporation by reference in assigned to Purchaser hereunder, (i) the Form S-4 will, at the time the Form S-4 and each amendment VFL shall use commercially reasonable efforts in cooperation with Purchaser to (A) provide or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required cause to be stated therein or necessary provided to make Purchaser the statements therein not misleading benefits of any such agreement, (B) cooperate in any arrangement, reasonable and lawful as to VFL and Purchaser, designed to provide such benefits to Purchaser and (C) enforce for the account of Purchaser any rights of VFL arising from such agreements, including the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser and (ii) Purchaser shall use commercially reasonable efforts to perform the Proxy Statement obligations of VFL arising under such agreements and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleadinglicenses, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation extent that, by reason of the transactions contemplated by consummated pursuant to this Agreement that causes or otherwise, Purchaser has control over the resources necessary to perform such party to believe that there is a reasonable likelihood that obligations. If and when any Requisite Regulatory Approval will not such approval or consent shall be obtained or that such agreement or license shall otherwise become assignable, VFL shall promptly assign all of its rights and obligations thereunder to Purchaser without the receipt payment of further consideration and Purchaser shall, without the payment of any further consideration therefor, assume such approval may rights and obligations and VFL shall be materially delayedrelieved of any and all obligation or liability hereunder.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the parties The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentationdocumentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permitsPermits, consents, approvals approvals, clearances and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank MergerMergers), to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters and to comply with the terms and conditions of all such permitsPermits, consents, approvals approvals, clearances and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company SuperMedia and Purchaser Dex 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 LawsLaws relating to the exchange of information, all of the information relating to Company SuperMedia or PurchaserDex, as the case may be, and its any of their respective Subsidiaries, that which appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties Parties shall act reasonably and as promptly as practicable. The parties Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all permitsPermits, consents, approvals approvals, clearances and authorizations of all third parties and Governmental Entities necessary or 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 by this Agreement. Each , including promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dex, as the case may be, or any of their respective Subsidiaries, from any third party shall consult with the other in advance of any meeting or conference with and/or any Governmental Entity and with respect to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferencestransactions. Notwithstanding anything contained herein to the contraryforegoing, nothing in no event shall the foregoing or any other provision of this Agreement shall be deemed to require Purchaser Dex or Company SuperMedia to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing Permits, consents, approvals approvals, clearances and authorizations, authorizations of third parties or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewithGovernmental Entities, that would or could reasonably be expected to have a Material Adverse Effect material adverse effect on Newco, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company (measured on a scale relative “Materially Burdensome Condition”). In addition, SuperMedia and Dex agree to Company) on Purchaser cooperate and use their reasonable best efforts to prepare and file such petitions and filings, and to obtain such permits, consents, approvals, clearances and authorizations of third parties and Governmental Entities, that may be necessary or Companyadvisable to effect any mergers and/or consolidations of the SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (cb) Each of Purchaser Dex and Company SuperMedia shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserDex, Company SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger Mergers and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (dc) Each of Purchaser Dex, the Merger Subs and Company SuperMedia shall promptly advise the other others upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party Party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (ai) Promptly after Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within fortyinitial pre-five (45) days of the date herewith merger notifications with respect to this Agreement and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreementherein required under the HSR Act for Trimble and AGCO, and Company shall furnish all information concerning Company and in each case, requesting early termination of the holders of Company Common Shares as may be reasonably requested in connection waiting period with any such action. (b) Promptly after the date of this Agreement, the parties shall cooperate with each other and use their respective commercially reasonable efforts respect to 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 transactions contemplated hereby; (B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by this Agreement (including the Merger and the Bank Mergerjurisdictions set forth in Schedule 7.4(d)(i)(B), and to comply with the terms and conditions of all such permitsfile any notification, consents, approvals and authorizations of all such third parties pre-notification or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaserform necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B); (C) to promptly provide, and cause each of its respective SubsidiariesAffiliates to promptly provide, that appear in to each Governmental Entity with jurisdiction over enforcement of any filing or written response to applicable Antitrust Law (a filing made with, or written materials submitted to, “Governmental Antitrust Entity”) non-privileged information and documents requested by any third party or any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other Governmental Entity; (D) with respect to the obtaining Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all permits, actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and authorizations of enable all third parties waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entities necessary or advisable Entity, in each case, to consummate enable the transactions contemplated by this Agreement and each party will keep to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other apprised of structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the status of matters relating to completion consummation of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity ; and provided, further, that, notwithstanding anything to the extent permitted by such Governmental Entitycontrary herein, give the other party and/or its counsel the opportunity (i) Trimble shall not be required to attend and participate in such meetings and conferences. Notwithstanding anything contained herein take any action with respect to the contrary, in no event shall the foregoing Trimble or any Affiliate or business of Trimble, other provision of this Agreement require Purchaser or than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or commit any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in connection with obtaining such consentsthe aggregate, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured material adverse effect on a scale relative to Company) on Purchaser the business, financial condition, or Company. (c) Each prospects of Purchaser and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in ; (iE) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material factapprovals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or to omit to state any material fact required cause to be stated therein taken, all actions that are reasonably necessary, proper, or necessary advisable to make obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party Agreement; provided, further, that, notwithstanding anything to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will the contrary herein, (i) Trimble shall not be obtained required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries; (F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that the would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such approval may transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and (G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing. (ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially delayedadversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble. (iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the parties The Parties shall cooperate with each other and use their respective commercially 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 approvals, and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental EntitiesEntities (collectively, the “Regulatory Approvals”). Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of As soon as practicable after the date of this Agreement all applications(but in no event more than 75 days after the date hereof), requests, or notices Buyer shall prepare and file with the Federal Reserve Board and ODFI each other Governmental Entity having jurisdiction all applications and documents required to obtain the Regulatory Approvals (excluding the Regulatory Approvals applicable solely to the Bank Merger), and shall use its reasonable best efforts to obtain each necessary for the consummation approval of or consent to consummate the Merger. Purchaser Bank will prepare or cause Buyer shall provide CFC with reasonable opportunities to be prepared review and use commercially reasonable efforts comment upon such documents before filing and to make such amendments and file within forty-five (45) days such supplements thereto as CFC may reasonably request. Buyer shall provide CFC with copies of the date herewith an Interagency Bank Merger Act Application, or all material correspondence received from such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC Governmental Entities and ODFIall material responsive correspondence sent thereto. Each of Company Buyer and Purchaser CFC shall have the right to review in advance, and each will consult the other on, in each case subject to applicable Lawslaws relating to the confidentiality of information, all of the other information relating to Company Buyer or PurchaserCFC, as the case may be, and its any of their respective Subsidiaries, that appear appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties Parties shall act reasonably and as promptly as practicable. Each Party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other Party and its counsel the opportunity to attend and participate in such meetings and conferences. The parties Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals 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 Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with Notwithstanding the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entityforegoing, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything nothing contained herein shall be deemed to the contraryrequire Buyer, in no event shall the foregoing CFC, or any other provision of this Agreement require Purchaser or Company their respective Subsidiaries to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing permits, consents, approvals approvals, and authorizations, authorizations of third parties or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewithGovernmental Entities, that the Buyer Board reasonably determines in good faith would or could reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries (measured on taken as a scale relative whole) after giving effect to Company) on Purchaser or Companythe Merger (a “Materially Burdensome Regulatory Condition”). (cb) Each of Purchaser Buyer and Company CFC shall, upon request, furnish to the other all information concerning itself, itself and its Subsidiaries, directors, officers officers, and shareholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with the applications necessary to obtain the Regulatory Approvals, the Joint Proxy Statement/Prospectus, the Form S-4 S-4, or any other statement, filing, notice notice, or application made by or on behalf of PurchaserBuyer, Company CFC, or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (dc) Each of Purchaser Buyer and Company CFC shall promptly advise the other upon receiving any communication from any Governmental Entity Entity, the consent or approval of which is required for consummation of the transactions contemplated by this Agreement Agreement, that causes such party Party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayeddelayed or subject to a Materially Burdensome Regulatory Condition. (d) Nothing contained in this Agreement shall give Buyer or CFC, directly or indirectly, the right to control or direct the operations of the other Party prior to the Effective Time. Prior to the Effective Time, subject to Article V, as applicable, Buyer and CFC each shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective business operations. (e) From the date of this Agreement until the Effective Time, each Party shall promptly notify the other Party in writing of any pending or, to the Knowledge of either Party (as the case may be), threatened Action or Order by any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with the Merger or the other transactions contemplated by this Agreement or (b) seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Agreement. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law, each Party shall, and shall cause their respective Representatives to, cooperate and use reasonable best efforts to contest and resist, except insofar as the Parties may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Agreement.

Regulatory Matters. (a) Promptly SVB Financial and Boston Private shall promptly prepare and file with the SEC, no later than 45 days after the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 SVB Financial shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Purchaser Each of SVB Financial and Boston Private shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser Boston Private shall thereafter mail or deliver the Proxy Statement to their respective its shareholders. Purchaser In furtherance of the foregoing, each of SVB Financial and Boston Private shall use reasonable best efforts to file all information required by Part III of Form 10-K that is not included in its annual report on Form 10-K for the fiscal year ended December 31, 2020 by no later than March 19, 2021 (by including such information within either a proxy statement or an amendment to such annual report on Form 10-K). SVB Financial shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company Boston Private shall furnish all information concerning Company Boston Private and the holders of Company Boston Private Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file within forty-five (45) in no event later than 45 days of after the date of this Agreement all Agreement, SVB Financial and Boston Private shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requestsnotices and filings required in order to obtain the Requisite Regulatory Approvals. SVB Financial and Boston Private shall each use, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or shall each cause their applicable Subsidiaries to be prepared and use commercially use, reasonable best efforts to file within forty-five obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (45) days including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC Requisite Regulatory Approvals). SVB Financial and ODFI. Each of Company and Purchaser Boston Private 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 Lawslaws relating to the exchange of information, all of the information relating to Company Boston Private or PurchaserSVB Financial, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall consult with will provide the other in advance with copies of any meeting applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain (i) competitively sensitive business or conference with other proprietary information filed under a claim of confidentiality or (ii) confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2(c) and as identified in 12 C.F.R. § 309.5(g)(8)) of a Governmental Entity. In furtherance and not in limitation of the foregoing, each party shall use its reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any Governmental Entity and with respect to this Agreement or the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferencestransactions contemplated hereby. Notwithstanding anything the foregoing, nothing contained herein shall be deemed to the contrary, in no event shall the foregoing require SVB Financial or any other provision of this Agreement require Purchaser or Company Boston Private to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing permits, consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, authorizations of Governmental Entities that would or could reasonably be expected to have a Material Adverse Effect material adverse effect on SVB Financial and its Subsidiaries, taken as a whole (measured on a scale relative to CompanyBoston Private and its Subsidiaries, taken as a whole) on Purchaser or Company(a “Materially Burdensome Regulatory Condition”). (c) Each of Purchaser SVB Financial and Company Boston Private shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserSVB Financial, Company Boston Private or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, Merger the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser SVB Financial and Company Boston Private agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting Boston Private’s meeting of its shareholders to consider and the Purchaser Shareholders’ Meetingvote upon approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading and (iii) any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals will, at the time each is filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of Purchaser SVB Financial and Company Boston Private further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after Parent and the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its their commercially reasonable efforts to promptly prepare and file with the Form S-4 SEC within forty-five (45) days of after the date herewith of this Agreement, and in any event as soon as reasonably practicable thereafter, the Form S-4, in which the Proxy Statement/Prospectus will be included. Each of Parent and the Company shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and the Company and Purchaser shall thereafter mail or deliver the Proxy Statement Statement/Prospectus to their respective its shareholders. Purchaser Parent shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties shall reasonably cooperate with each other and use their respective commercially reasonable 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 Merger, the Bank Merger and the other transactions contemplated by this Agreement (including the Merger and the Bank Merger)as soon as reasonably practicable, and to comply with the terms and conditions of all such permits, consents, approvals approvals, and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and Parent shall use its commercially reasonable efforts to file make all initial requisite regulatory filings within forty-five twenty (4520) days Business Days of the date of this Agreement all applicationshereof, requests, or notices with and in any event no later than thirty (30) days following the date hereof (other than any notice to the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank under its regulations, which will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, filed in accordance with the OCC, FDIC and ODFItiming contemplated by such regulations). Each of The Company and Purchaser Parent shall have the right to review in advanceadvance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all of the non-confidential information relating to the Company or PurchaserParent (excluding any confidential financial information relating to individuals), as the case may be, and its any of their respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the 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 (collectively the “Approvals”) of all third parties and Governmental Entities necessary or advisable to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to such Approvals and the completion of the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consentsthe Merger, approvals the Bank Merger and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyother transactions contemplated by this Agreement. (c) Each of Purchaser Parent and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser Parent and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the Company’s shareholders and at the time of the Company Shareholders’ Special Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was statements were made, not misleading. Each of Purchaser Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement/Prospectus, as applicable. (d) Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries 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 Entities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to have a Material Adverse Effect on Parent (measured on a scale relative to the Company) or a Material Adverse Effect on the Company or materially restrict or impose a material burden on Parent or any of its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) in connection with the transactions contemplated hereby or with respect to the business or operation of Parent or any of its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) (a “Materially Burdensome Regulatory Condition”). (e) Each of Purchaser Parent and the Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement and the Bank Merger Agreements (including without limitation the Merger and the Bank Merger). Camden, KSB and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser 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 Lawslaws relating to the exchange of information, all of the information relating to Company or Purchasereither of them, as the case may be, and its any of their respective Subsidiariessubsidiaries, that which appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement, Agreement and each of Company and Purchaser shall, to by the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materialsBank Merger Agreements. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 Merger, the Bank Merger and other transactions contemplated by this Agreement and the Bank Merger Agreements and each party will keep the other apprised of the status of matters relating to the completion of all of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyhereby. (cb) Each of Purchaser Camden, KSB, CASI and Company the Bank shall, upon request, furnish to the each other with all information concerning itselfthemselves, its Subsidiariestheir respective subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserCamden, Company KSB, CASI, the Bank or any of their respective Subsidiaries subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger or the other transactions contemplated by this Agreement and the Bank Merger Agreements. (c) Camden, KSB, CASI and the Bank shall promptly furnish each other with copies of written communications received by Camden or KSB, as the case may be, or any of their respective subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting Agreement and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy StatementBank Merger Agreement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after MB and TCG shall promptly prepare and use reasonable best efforts to file with the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared SEC the Joint Proxy Statement and Form S-4 MB shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of MB and TCG shall use its commercially their reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company filing and Purchaser to keep the S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby, and MB and TCG shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholdersstockholders as promptly as practicable after the S-4 is declared effective. Purchaser MB shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Company TCG shall furnish all information concerning Company TCG and the holders of Company TCG Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank MergerMerger (collectively the "Bank Regulatory Applications")), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared MB and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser TCG 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 Lawslaws relating to the exchange of information, all of the information relating to Company TCG or PurchaserMB, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental EntityEntity and customary in connection with transactions similar to those contemplated by this Agreement, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything the foregoing, nothing contained herein shall be deemed to the contrary, in no event shall the foregoing require MB or any other provision of this Agreement require Purchaser or Company TCG to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing permits, consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, authorizations of Governmental Entities that would or could reasonably be expected to have a Material Adverse Effect on, or materially and adversely affect the economic benefits to be realized by, the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Company) on Purchaser or Company"Materially Burdensome Regulatory Condition"). (c) Each of Purchaser MB and Company TCG shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserMB, Company TCG or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser MB and Company TCG shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company The parties hereto shall promptly cooperate with each other to prepare or cause to be prepared in the preparation and filing of the Proxy Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 of this Agreement. Each of Buyer and Form S-4 in which Seller shall use its reasonable best efforts to have the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act approved for mailing in definitive form as promptly as practicable after such filing. Company and Purchaser thereafter Seller shall thereafter promptly mail or deliver to its shareholders the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such actionStatement. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file within 45 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger Agreement. Buyer and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Seller shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable Lawslaws relating to the exchange of information, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, with or written materials submitted to, to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The parties hereto agree that they will use their reasonable best efforts to cause the Closing Date to occur by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental EntityJune 30, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company2000. (c) Each of Purchaser Buyer and Company Seller shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their respective Subsidiaries, directorsdirectors and officers, officers and the shareholders of Seller and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Company Buyer Bank, Merger Sub, Seller or any of their respective Subsidiaries Seller Bank to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statementhereby. (d) Each of Purchaser Buyer and Company Seller shall promptly advise furnish each other with copies of written communications received by Buyer or Seller, as the other upon receiving case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayedhereby.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate promptly prepare and file with each other to prepare or cause to be prepared the Proxy Statement and SEC the Form S-4 S-4, in which the Proxy Statement will be included as a prospectus. Each of Purchaser and Company shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective its shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties shall cooperate with each other and use their respective commercially reasonable 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 transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser 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, all of the information relating to Company or Purchaser, as the case may be, and its any of their respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect material adverse effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i1) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed. (e) Prior to the Effective Time, Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of any Company Stock Options assumed by Purchaser. Purchaser shall prepare and file with the SEC and cause to become effective on or promptly following the Closing Date a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to Purchaser Common Stock issuable upon exercise of Company Stock Options, and shall exercise reasonable best efforts to maintain the effectiveness of such registration statement for so long as any of such Company Stock Options remain outstanding.

Regulatory Matters. (a) Promptly after Parent and the date of this Agreement, Purchaser and Company shall cooperate reasonably promptly prepare and shall use their commercially reasonable efforts to file with each other the SEC on or prior to prepare or cause to be prepared August 22, 2014, and in any event as soon as reasonably practicable thereafter, the Proxy Statement and Form S-4 S-4, in which the Proxy Statement and a prospectus will be included as a prospectusincluded. Purchaser Each of Parent and the Company shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and the Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective its shareholders. Purchaser Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties shall reasonably cooperate with each other and use their respective commercially reasonable 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 Merger, the Bank Merger and the other transactions contemplated by this Agreement (including the Merger and the Bank Merger)as soon as reasonably possible, and to comply with the terms and conditions of all such permits, consents, approvals approvals, and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and Parent shall use its commercially reasonable efforts to file within forty-five make all initial requisite regulatory filings on or before August 15, 2014 and in any event as soon as reasonably practicable thereafter (45) days of the date of this Agreement all applications, requests, or notices with other than any notice to the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank under its regulations, which will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, filed in accordance with the OCC, FDIC and ODFItiming contemplated by such regulations). Each of The Company and Purchaser Parent shall have the right to review in advanceadvance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all of the non-confidential information relating to the Company or PurchaserParent (excluding any confidential financial information relating to individuals), as the case may be, and its any of their respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the 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 (collectively the “Approvals”) of all third parties and Governmental Entities necessary or advisable to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to such Approvals and the completion of the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consentsthe Merger, approvals the Bank Merger and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyother transactions contemplated by this Agreement. (c) Each of Purchaser Parent and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser Parent and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting Company’s meeting of its shareholders to consider and the Purchaser Shareholders’ Meetingvote upon approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement, as applicable. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries 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 Entities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to have a Material Adverse Effect on Parent (measured on a scale relative to the Company), a Material Adverse Effect on the Company or materially restrict or impose a material burden on Parent or any of its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) in connection with the transactions contemplated hereby or with respect to the business or operation of Parent or any of its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) (a “Materially Burdensome Regulatory Condition”). (d) Each of Purchaser Parent and the Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser NYCB and Company Flagstar shall cooperate prepare and file with each other to the SEC the Joint Proxy Statement, and NYCB shall prepare or cause to be prepared and file with the Proxy Statement and Form S-4 SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser NYCB and Flagstar, as applicable, shall use its commercially reasonable best efforts to file the Form S-4 make such filings within forty-five (45) days of the date herewith of this Agreement. Each of NYCB and Flagstar shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company filings and Purchaser to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and NYCB and Flagstar shall thereafter as promptly as practicable mail or deliver the Joint Proxy Statement to their respective stockholders and shareholders, as applicable. Purchaser NYCB shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company Flagstar shall use reasonable best efforts, to the extent permitted by applicable law, to furnish all information concerning Company Flagstar and the holders of Company Flagstar Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to (i) promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filingsfilings (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use reasonable best efforts to make such filings within forty (40) days of the date of this Agreement) that are necessary or advisable 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 transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.third

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser ▇▇▇▇▇▇▇ and Company Sterling shall cooperate prepare and file with each other to prepare or cause to be prepared the SEC the Joint Proxy Statement and Form S-4 ▇▇▇▇▇▇▇ shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser The parties shall use its commercially reasonable best efforts to file the Form S-4 make such filings within forty-five thirty (4530) business days of the date herewith of this Agreement. The S-4 shall also, to the extent required under the Securities Act and the regulations promulgated thereunder, register the shares of New ▇▇▇▇▇▇▇ Preferred Stock (or depositary shares in lieu thereof) that will be issued in the transaction. Each of ▇▇▇▇▇▇▇ and Sterling shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company filings, and Purchaser ▇▇▇▇▇▇▇ and Sterling shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholdersstockholders. Purchaser ▇▇▇▇▇▇▇ shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company Sterling shall furnish all information concerning Company Sterling and the holders of Company Sterling Common Shares Stock and Sterling Series A Preferred Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filingsfilings (and in the case of applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) business days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared ▇▇▇▇▇▇▇ and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Sterling 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 Lawslaws relating to the exchange of information, all of the information relating to Company Sterling or Purchaser▇▇▇▇▇▇▇, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementhereby. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of each case subject to applicable law. As used in this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other expiration or termination of all statutory waiting periods in respect thereof) (x) from the Federal Reserve Board and the OCC and (y) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement. Each , including the Merger and the Bank Merger, or those the failure of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or which to be supplied by it for inclusion obtained would reasonably be expected to have, individually or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of aggregate, a Material Adverse Effect on the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy StatementSurviving Corporation. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser First Horizon and Company IBKC shall cooperate prepare and file with each other to the SEC the Joint Proxy Statement, and First Horizon shall prepare or cause to be prepared and file with the Proxy Statement and Form S-4 SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser First Horizon and IBKC, as applicable, shall use its commercially reasonable best efforts to file the Form S-4 make such filings within forty-five (45) days of the date herewith of this Agreement. Each of First Horizon and IBKC shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company filings and Purchaser to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and First Horizon and IBKC shall thereafter as promptly as practicable mail or deliver the Joint Proxy Statement to their respective shareholders. Purchaser First Horizon shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company IBKC shall furnish all information concerning Company IBKC and the holders of Company IBKC Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filingsfilings (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 forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties parties, Regulatory Agencies and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Regulatory Agencies and Governmental Entities. Purchaser will prepare or cause to be prepared First Horizon and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser IBKC 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 Lawslaws relating to the exchange of information, all of the information relating to Company IBKC or PurchaserFirst Horizon, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by in this Agreement. Each , and each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals ; and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewithprovided, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to each party shall promptly advise the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other party with respect to substantive matters as may be reasonably necessary that are addressed in any meeting or advisable in connection conference with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of affecting the transactions contemplated by this Agreement that causes which the other party does not attend or participate in, to the extent permitted by such party Governmental Entity and subject to believe that there is a reasonable likelihood that any applicable law and Section 9.14. As used in this Agreement, the term “Requisite Regulatory Approval will not Approvals” shall mean all regulatory authorizations, consents, orders and approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (i) from the Federal Reserve Board (in respect of the Merger and the Bank Merger), the Tennessee Department of Financial Institutions and the Louisiana Office of Financial Institutions, or (ii) referred to in Section 3.4 or Section 4.4 that are necessary to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), except for any such authorizations, consents, orders or approvals the failure of which to be obtained would not reasonably be expected to have, either individually or that in the receipt of any such approval may be materially delayedaggregate, a Material Adverse Effect on the Surviving Entity.

Regulatory Matters. (a) Promptly after the date of this AgreementBioLite, Purchaser BioKey, and Company Parent shall cooperate with each other to prepare or in preparing and promptly cause to be prepared filed with the Proxy Statement SEC the Prospectus and Form the S-4. Parent, BioLite and BioKey shall, as promptly as practicable after receipt thereof, provide the other parties with copies of any written comments and advise the other party of any oral comments with respect to the Prospectus or the S-4 in which received from the Proxy Statement will be included as SEC. Each party shall cooperate and provide the other parties with a prospectusreasonable opportunity to review and comment on any amendment or supplement to the Prospectus on form the S-4 prior to filing such with the SEC. Purchaser Each of Parent, BioLite, and BioKey shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the S-4 effective as long as is necessary to consummate the Mergers and the other transactions contemplated by this Agreement. Company and Purchaser At the expense of BioLite, BioLite shall thereafter mail or deliver the Proxy Statement to their respective shareholdersBioLite’s stockholders as promptly as practicable after the S-4 is declared effective. Purchaser At the expense of BioKey, BioKey shall also use its commercially reasonable efforts mail or deliver the Proxy Statement to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out BioKey’s stockholders as promptly as practicable after the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such actionS-4 is declared effective. (b) Promptly after Subject to the date other provisions of this Agreement, the parties Parent, BioLite and BioKey shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, any consents, approvals and authorizations of all third parties and Governmental Entities that Bodies which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), Mergers) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or CompanyBodies. (c) Each of Purchaser Parent, BioLite and Company BioKey shall, upon request, furnish to the each other with all information concerning itselfthemselves, its Subsidiariestheir subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, preparation of the Form Prospectus on form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Company BioLite, BioKey or any of their respective Subsidiaries to any Governmental Entity Body in connection with the Merger, the Bank Merger Mergers and the other transactions contemplated by this Agreement. Each of Purchaser Parent, BioLite and Company agrees, as BioKey shall make any necessary filings with respect to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective Mergers under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting Act and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make Exchange Act and the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser rules and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statementregulations thereunder. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly Subject to Company’s expeditious and complete cooperation with Purchaser, within 60 days after the date of this Agreement, Purchaser shall prepare and Company shall cooperate file with each other to prepare or cause to be prepared the Proxy Statement and SEC the Form S-4 S-4, in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective Company shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties shall cooperate with each other and use their respective commercially reasonable 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 transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file an Interagency Bank Merger Act Application with the OCC within forty-five (45) 60 days of after the date of this Agreement all applications, requests, or notices with and provide a copy of such application to the Federal Reserve and ODFI necessary for the consummation Ohio Division of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFIFinancial Institutions. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after Each of Parent and the date of this AgreementCompany shall, Purchaser and Company shall cooperate with each other cause its Subsidiaries to, use their respective reasonable best efforts to prepare (i) take, or cause to be prepared taken, and assist and cooperate with the Proxy Statement and Form S-4 other party in which taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the Proxy Statement will Transactions, including obtaining any third-party consent or waiver that may be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested obtained in connection with any such action. the Transactions, and, subject to the conditions set forth in Article VII, to consummate the Transactions (b) Promptly including actions required in order to effect the Bank Merger immediately after the date of this AgreementEffective Time) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Regulatory Agency or other Governmental Entity that is required or advisable in connection with the Transactions, including the Merger and the Bank Merger (collectively, the “Regulatory Approvals”). The parties shall cooperate with each other and use their respective commercially reasonable efforts to prepare and file file, as promptly as possible after the date hereof, all necessary documentation, to and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals and authorizations of all third parties and Regulatory Agencies or other Governmental Entities that are necessary or advisable to consummate the transactions contemplated Transactions, including the Regulatory Approvals. (b) Each of Parent and the Company shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement (including or the Merger Transactions. Notwithstanding anything set forth in this Agreement, under no circumstances shall Parent be required, and the Bank MergerCompany and its Subsidiaries shall not be permitted (without Parent’s prior written consent in its sole discretion), and to comply take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, the Company or any of their respective Subsidiaries pursuant to this Section 6.1 or otherwise in connection with obtaining the terms and conditions of all such foregoing actions, nonactions, permits, consents, approvals and authorizations of all such third parties authorizations, orders, clearances, waivers or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applicationsapprovals, requeststhat would have, or notices with would be reasonably likely to have, individually or in the Federal Reserve aggregate, a Material Adverse Effect on Parent and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Applicationits Subsidiaries, taken as a whole, or such other application as deemed acceptable or appropriate by on the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have its Subsidiaries, taken as a whole, in each case measured on a scale relative to the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in Subsidiaries taken as a whole (any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of a “Materially Burdensome Regulatory Condition”); provided, that, if requested by Parent, then the parties shall act reasonably Company 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party its Subsidiaries will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizationsaction, or agree to any such condition or suffer any restriction, so long as such action, commitment, agreement, condition or restriction is binding on Purchaser, the Company or and its Subsidiaries only in the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyevent the Closing occurs. (c) Each Subject to applicable Law relating to the exchange of Purchaser information, Parent and the Company shall, upon request, furnish to the each other with all information concerning itselfParent, its the Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the MergerTransactions. In exercising the foregoing right, each of the Bank Merger parties shall act reasonably and as promptly as practicable; provided, however, that materials may be redacted (x) to remove references concerning the other transactions contemplated by this Agreement. Each valuation of Purchaser the businesses of the Parties and Company agrees, as to itself and its their respective Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (iy) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or as necessary to make the statements therein not misleading comply with contractual agreements and (iiz) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or as necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 address reasonable privilege or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statementconfidentiality concerns. (d) Each Subject to applicable Law (including applicable Law relating to the exchange of Purchaser information), the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the Transactions. Without limiting the generality of the foregoing, subject to applicable Law, (i) the Company and Parent shall promptly furnish each other with copies of non-confidential notices or other communications received by the Company, Parent or any of their respective Subsidiaries (or written summaries of communications received orally) from any third party or Governmental Entity with respect to the Transactions and (ii) Parent and the Company shall promptly advise provide the other upon receiving party with a reasonable opportunity to review in advance any proposed non-confidential communication from to, including any filings with or other non-confidential written materials submitted to, any third party or Governmental Entity, and, to the extent practicable, each will consult the other party on all the information relating to Parent or the Company, 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 Governmental Entity in connection with 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayedTransactions.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within Within forty-five (45) days after the date hereof and so long as Southside and its accountants and advisors have cooperated with the preparation of the date herewith Registration Statement, Allegiant shall prepare and, subject to the review and have consent of Southside, Southside shall file with the Form S-4 declared effective under SEC the Securities Act as promptly as practicable Registration Statement (or the equivalent in the form of preliminary proxy materials) with respect to the shares of Surviving Corporation Common Stock to be issued in the Merger and the exercise of the Allegiant Stock Options after such filing. Company the Effective Time and Purchaser shall thereafter mail or deliver use its best efforts to cause the Proxy Registration Statement to their respective shareholdersbecome effective. Purchaser Within forty-five (45) days after the date hereof and so long as Southside and its accountants and advisors have cooperated with the preparation of such applications, Allegiant shall also use its commercially reasonable efforts prepare and, subject to obtain all necessary state securities Law or “Blue Sky” permits the review and approvals consent of Southside, file an application for approval of the Merger with the Federal Reserve Board, and such additional Regulatory Authorities as may require an application. Southside shall take any action required to carry out be taken under any applicable state blue sky or securities laws in connection with the transactions contemplated by this Agreementissuance of such shares and the exercise of such options, and Company Allegiant and the Allegiant Subsidiaries shall furnish Southside all information concerning Company Allegiant and the holders of Company Common Shares Allegiant Subsidiaries and the shareholders thereof as Southside may be reasonably requested request in connection with any such action. (b) Promptly after the date of this Agreement, the parties Southside and Allegiant shall cooperate with each other and use their respective commercially reasonable best efforts to prepare and file all necessary documentation, to effect all applications, notices, petitions filings and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser UMB and Company HTLF shall cooperate prepare and file with each other to the SEC the Joint Proxy Statement, and UMB shall prepare or cause to be prepared and file with the Proxy Statement and Form S-4 SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus, and the parties shall use reasonable best efforts to make such filings as promptly as practicable after the date of this Agreement. Purchaser The S-4 shall also, to the extent required under the Securities Act and the regulations promulgated thereunder, register the shares of UMB Series A Preferred Stock (or depositary shares in lieu thereof) that will be issued in the transaction. Each of UMB and HTLF shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company filings, and Purchaser UMB and HTLF shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholdersshareholders or stockholders, as applicable. Purchaser UMB shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company HTLF shall furnish all information concerning Company HTLF and the holders of Company HTLF Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, within forty-five (45) days of the date of this Agreement) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger Mergers and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals orders, approvals, waivers, non-objections and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file within in no event later than forty-five (45) days of after the date of this Agreement all Agreement, UMB and HTLF shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause filings required to be prepared filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. UMB and use commercially HTLF shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or obtain each such other application Requisite Regulatory Approval as deemed acceptable or appropriate by the OCC, with the OCC, FDIC promptly as reasonably practicable. UMB and ODFI. Each of Company and Purchaser HTLF 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 Lawslaws relating to the exchange of information, all of the information relating to Company HTLF or PurchaserUMB, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entityorders, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contraryapprovals, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consentswaivers, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.non-objections and

Regulatory Matters. (a) Promptly after Fifth Third and Old Kent shall promptly prepare and file with the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared SEC the Joint Proxy Statement and Form S-4 Fifth Third shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of Fifth Third and Old Kent shall use its commercially their reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser Fifth Third and Old Kent shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholdersstockholders. Purchaser Fifth Third shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Company Old Kent shall furnish all information concerning Company Old Kent and the holders of Company Common Shares Old Kent Capital Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared Fifth Third and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Old Kent 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 Lawslaws relating to the exchange of information, all of the information relating to Company Old Kent or PurchaserFifth Third, as the case may be, and its any of their respective Subsidiaries, that which appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyherein. (c) Each of Purchaser Fifth Third and Company Old Kent shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserFifth Third, Company Old Kent or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser Fifth Third and Company Old Kent shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed.

Regulatory Matters. (a) Promptly Parent and Company shall promptly prepare and file with the SEC, no later than sixty (60) days after of the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Joint Proxy Statement and Form S-4 Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of Parent and Company shall use its commercially their reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Parent and Company and Purchaser shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders/stockholders. Purchaser Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this AgreementAgreement as promptly as practicable, and Company shall furnish all information concerning Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file in any event within forty-five (45) days of after the date of this Agreement all Agreement, Parent and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requestsnotices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and Company shall each use, or notices with the Federal Reserve and ODFI necessary shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval and any approvals required for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or such other application commitments that may be required to obtain the Requisite Regulatory Approvals) and shall respond as deemed acceptable or appropriate by promptly as practicable to the OCC, with the OCC, FDIC requests of Governmental Entities for documents and ODFIinformation. Each of Parent and Company and Purchaser 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 Lawslaws relating to the exchange of information, all of the information relating to Company or PurchaserParent, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing and with sufficient opportunity to comment, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (except any competitively sensitive business or other proprietary information (but not any confidential supervisory information) of Company that is necessary for Parent to prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals; provided, that Parent shall request confidential treatment of any such information, permit Company to control the defense of any challenge to such confidential treatment request and will not release any such information publicly pursuant to Freedom of Information Act requests or similar rules without Company’s consent). The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in any such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each In furtherance and not in limitation of Purchaser the foregoing, each of Parent and Company shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Parent, Company and their respective Subsidiaries. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall require Parent or any of its Subsidiaries to take, or agree to take, any actions specified in this Section 6.1 or otherwise or to agree to any conditions in respect of any approvals required hereunder that would reasonably be likely to have a material adverse effect with respect to Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). (d) Parent and Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders shareholders/stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser Parent and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the respective stockholders/shareholders of Company or Parent and at the time of the Company Shareholders’ Parent Meeting and the Purchaser Shareholders’ Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading, and (iii) any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals will, at the time each is filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of Purchaser Parent and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Joint Proxy Statement. (de) Each of Purchaser Parent and Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed. (f) Without limiting the generality of this Section 6.1, Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Parent and its Subsidiaries (including the furnishing of information and by making employees reasonably available) as is reasonably requested by Parent in order to comply with the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Financial Protection Act stress testing program applicable to Parent and its Subsidiaries.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate promptly prepare and file with each other to prepare or cause to be prepared the Proxy Statement and SEC the Form S-4 F-4, in which the Proxy Statement will be included as a prospectus. Each of Purchaser and Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. , and Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective its shareholders. Purchaser shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (ba) Promptly after the date of this Agreement, the The parties shall cooperate with each other and use their respective commercially 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 transactions contemplated by this Agreement (including the Merger Merger, the TARP Purchase and the Bank MergerWarrant Purchase), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser 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 Lawslaws, all of the information relating to Company or Purchaser, as the case may be, and its any of their respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein ; provided that Purchaser shall be permitted to redact from copies provided to Company of written materials submitted or intended for submission by Purchaser to OSFI, information relating to the contrarybusiness or operations of Purchaser to the extent that access to such information is not required for Company to reasonably assess the status of matters relating to consummation of the transactions contemplated by this Agreement, and Purchaser need not include Company in no event shall the foregoing meetings, or portions of meetings, between Purchaser (or any other provision of its affiliates) and OSFI in which the business or operations of Purchaser will be discussed with OSFI, provided that if such a discussion is germane to the status of matters relating to the consummation of the transactions contemplated by this Agreement require Agreement, Purchaser or will promptly inform Company to take or commit to take any actions in connection of the occurrence of such a meeting and the general subject discussed and provide Company with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or summary information conveying the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyimport of the matters discussed. (cb) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 F-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i1) the Form S-4 F-4 will, at the time the Form S-4 F-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting Company’s meeting of its shareholders to consider and the Purchaser Shareholders’ Meetingvote upon approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 F-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 F-4 or the Proxy Statement. (c) In furtherance and not in limitation of the foregoing, each of Purchaser and Company shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Purchaser, Company and their respective Subsidiaries; provided, however, that nothing contained in this Agreement shall require Purchaser to take any actions specified in this Section 6.1(c) that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (d) Purchaser agrees to execute and deliver, or cause to be executed and delivered, by or on behalf of the Surviving Company, at or prior to the Effective Time, one or more supplemental indentures, guarantees, and other instruments required for the due assumption of Company’s outstanding debt, guarantees, securities, and other agreements to the extent required by the terms of such debt, guarantees, securities, and other agreements. (e) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed. (f) Purchaser shall cause Holdco and the Surviving Company to comply with the “reporting requirements” of Treasury Regulations Section 1.367(a)-3(c)(6).

Regulatory Matters. (a) Promptly after Parent and the date of this Agreement, Purchaser and Company shall cooperate promptly prepare and file with each other to prepare or cause to be prepared the SEC the Joint Proxy Statement and Form S-4 Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of Parent and the Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Parent and the Company and Purchaser shall thereafter as promptly as practicable mail or deliver the Joint Proxy Statement to their respective shareholders. Purchaser Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file file, or cause to be prepared and filed, 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 Regulatory Agencies and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Regulatory Agencies and Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file within forty-five in no event later than thirty (4530) business days of after the date of this Agreement all Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause filings required to be prepared filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Parent and use commercially the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to file within forty-five (45) days of obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. Parent and the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser 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 Lawslaws relating to the exchange of information, all of the information relating to the Company or PurchaserParent, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementhereby. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything the foregoing, nothing contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement shall be deemed to require Purchaser Parent or the Company to take any action, or commit to take any actions in connection with obtaining such consents, approvals and authorizationsaction, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Company) on Purchaser or Company“Materially Burdensome Regulatory Condition”). (cd) Each of Purchaser Parent and the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (de) Each of Purchaser To the extent permitted by applicable law, Parent and the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (i) the Federal Reserve Board, the FDIC and the Tennessee Department of Financial Institutions and (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those other authorizations, consents, orders or approvals the failure of which to be obtained would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent.

Regulatory Matters. (a) Promptly Sterling and ▇▇▇▇▇▇ Valley shall promptly prepare and file with the SEC, no later than 30 business days after of the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Joint Proxy Statement and Form S-4 Sterling shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of Sterling and ▇▇▇▇▇▇ Valley shall use its commercially their reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser Sterling and ▇▇▇▇▇▇ Valley shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholdersstockholders. Purchaser Sterling shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company ▇▇▇▇▇▇ Valley shall furnish all information concerning Company ▇▇▇▇▇▇ Valley and the holders of Company ▇▇▇▇▇▇ Valley Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within 30 business days of the date of this Agreement) 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Merger and the Bank MergerMerger (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared Sterling and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser ▇▇▇▇▇▇ Valley 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 Lawslaws relating to the exchange of information, all of the information relating to Company ▇▇▇▇▇▇ Valley or PurchaserSterling, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything the foregoing, nothing contained herein shall be deemed to the contrary, in no event shall the foregoing require Sterling or any other provision of this Agreement require Purchaser or Company ▇▇▇▇▇▇ Valley to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing permits, consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, authorizations of Governmental Entities that would or could reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, or ▇▇▇▇▇▇ Valley and its Subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Company) on Purchaser or Company“Materially Burdensome Regulatory Condition”). (c) Each of Purchaser Sterling and Company ▇▇▇▇▇▇ Valley shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserSterling, Company ▇▇▇▇▇▇ Valley or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser Sterling and Company ▇▇▇▇▇▇ Valley shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the Federal Reserve Board and the OCC and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, including the FINRA Approval, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation, Notwithstanding the foregoing, the FINRA Approval shall not constitute a Requisite Regulatory Approval if (1) prior to obtaining the FINRA Approval, ▇▇▇▇▇▇ Valley shall have completed the disposition of each Broker-Dealer Subsidiary to a third party that is not an affiliate of ▇▇▇▇▇▇ Valley or (2) (A) 30 days have elapsed since the filing of the application for the FINRA Approval and such application has not been rejected, (B) Sterling or ▇▇▇▇▇▇ Valley shall thereafter notify FINRA that the parties hereto intend to consummate the transactions contemplated by this Agreement pursuant to NASD Rule 1017 without written approval from FINRA, and (C) FINRA shall have advised the parties that it does not expect to disapprove the filing or impose any material restrictions or limitations on the Surviving Corporation or any of its Subsidiaries (including any Broker-Dealer Subsidiary) in connection therewith.

Regulatory Matters. (a) Promptly after Acquiror and the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or in preparing and promptly cause to be prepared filed with the SEC the Proxy Statement Statement/Prospectus and the Form S-4 in which S-4. Each of Acquiror and the Proxy Statement will be included as a prospectus. Purchaser Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. filing and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby, and the Company and Purchaser shall thereafter mail or deliver the Proxy Statement Statement/Prospectus to their respective shareholdersits stockholders as promptly as practicable after the Form S-4 is declared effective. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company Acquiror and the holders Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of Company Common Shares as may be reasonably requested in connection any written comments and advise the other party of any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such actionwith the SEC. (b) Promptly after Subject to the date other provisions of this Agreement, Acquiror and the parties shall Company agree to cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser Acquiror and the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserAcquiror, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser Acquiror and the Company agrees, as shall make any necessary filings with respect to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective Merger under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting Act and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make Exchange Act and the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser rules and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statementregulations thereunder. (d) Each of Purchaser Acquiror and the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or Bank Merger Approval will not be obtained or that the receipt of any such approval may will be materially delayeddelayed or conditioned.

Regulatory Matters. (a) Promptly As promptly as practicable after the date of this Agreement, Purchaser and Company shall cooperate prepare and file with each other to prepare or cause to be prepared the Proxy Statement and SEC the Form S-4 S-4, in which the Proxy Statement will be included as a prospectus, and any other documents required to be filed with the SEC in connection with the Merger. Each of Purchaser and Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholdersits stockholders. Purchaser shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. Company and its counsel shall be given a reasonable opportunity to review and comment on the Form S-4 and Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement, in each case before either such document (or any amendment thereto) is filed with the SEC, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of Purchaser and Company shall provide the other party and its counsel with (x) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (y) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which a reasonable and good faith consideration shall be given). (b) Promptly after the date of this Agreement, the The parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentationdocumentation (including an appropriately prepared application for approval of the Merger and Bank Merger with the Federal Reserve Board and the Texas Department of Banking within 45 calendar days after the date hereof and, if applicable, a Notification and Report Form pursuant to the HSR Act), 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 transactions contemplated by this Agreement (including the Merger and the Bank Merger), and seek to have such applications approved as promptly as possible and in any event in time to consummate the transactions contemplated hereby on or before the Outside Date, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser 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 Lawslaws, all of the information relating to Company or Purchaser, as the case may be, and its any of their respective Subsidiariessubsidiaries, that appear in any filing or written response to a 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, and each that in no event shall Purchaser be obligated pursuant to this sentence to provide or otherwise disclose to Company any confidential information regarding any of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materialsaffiliates. In exercising the foregoingforegoing rights, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other party in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiariessubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i1) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders stockholders and at the time of the Company Shareholders’ Meeting and the Purchaser ShareholdersStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) In furtherance and not in limitation of its obligations under Section 6.2, at the request of Purchaser Company shall, and shall cause its applicable subsidiaries to, reasonably cooperate with Purchaser and its subsidiaries to obtain such consents, approvals and authorizations from FINRA and any other applicable Governmental Entity as are necessary and advisable in order to effect the merger of First Southwest Company and Southwest Securities, Inc. (the “Broker-Dealer Merger”) promptly following, the Bank Merger; provided that, the consummation of the Broker-Dealer Merger (or the obtaining of any consents, approvals or authorizations in connection therewith) shall not in any way delay, impede or be a condition to the consummation of the Merger. (e) In furtherance and not in limitation of the foregoing (including in connection with obtaining any Requisite Regulatory Approval), each of Purchaser and Company shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Purchaser, Company and their respective subsidiaries; provided, however, that nothing contained in this Agreement shall require Purchaser to take or commit to take any actions specified in this Section 6.1(e) or otherwise in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Company in connection therewith, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Company and its subsidiaries, taken as a whole) on Purchaser or Company (a “Materially Burdensome Regulatory Condition”) and Company shall not be required to take, or commit to take any such actions unless such actions are conditioned on consummation of the Closing. (f) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after Acquiror and the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or in preparing and promptly cause to be prepared filed with the SEC the Proxy Statement Statement/Prospectus, and Acquiror shall cooperate in preparing and promptly cause to be filed with the SEC the Form S-4 in which S-4. Each of Acquiror and the Proxy Statement will be included as a prospectus. Purchaser Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. filing and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby, and the Company and Purchaser shall thereafter mail or deliver the Proxy Statement Statement/Prospectus to their respective shareholdersits stockholders as promptly as practicable after the Form S-4 is declared effective. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company Acquiror and the holders Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of Company Common Shares as may be reasonably requested in connection any written comments and advise the other party of any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such actionwith the SEC. (b) Promptly after Subject to the date other provisions of this Agreement, Acquiror and the parties shall Company agree to cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities, including by filing a Notification and Report Form pursuant to the HSR Act, and supplying as promptly as reasonably practicable any additional information and documents requested pursuant to the HSR Act. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of Without limiting the date of this Agreement all applicationsforegoing, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, advance and its respective Subsidiaries, that appear in be consulted on any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, notice provided to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each Office of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other Thrift Supervision by Acquiror with respect to the obtaining of all permits, consents, approvals Merger and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the other transactions contemplated by this Agreement and each party will keep hereby. Acquiror shall promptly notify the other apprised Company of any material communications with the status Office of matters Thrift Supervision relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companynotice. (c) Each of Purchaser Acquiror and the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserAcquiror, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser Acquiror and the Company agrees, as shall make any necessary filings with respect to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective Merger under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting Act and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make Exchange Act and the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser rules and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statementregulations thereunder. (d) Each of Purchaser Acquiror and the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayeddelayed or conditioned.

Regulatory Matters. (a) Promptly First Financial and MainSource shall promptly prepare and file with the SEC, no later than sixty (60) calendar days after of the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Joint Proxy Statement and Form S-4 First Financial shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of First Financial and MainSource shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and First Financial and MainSource shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Purchaser First Financial shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company MainSource shall furnish all information concerning Company MainSource and the holders of Company MainSource Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within sixty (60) calendar days of the date of this Agreement) 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Merger and the Bank MergerMerger (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared First Financial and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser MainSource shall have the right to review in advance, and, to the extent practicable, each will, in good faith, consult the other on, in each case subject to applicable Lawslaws relating to the exchange of information, all of the information relating to Company MainSource or PurchaserFirst Financial, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably reasonably, diligently, and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall shall, in good faith, consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the foregoing, each of First Financial and MainSource shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything the foregoing, nothing contained herein shall be deemed to the contrary, in no event shall the foregoing require First Financial or any other provision of this Agreement require Purchaser or Company MainSource to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing permits, consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, authorizations of Governmental Entities that would or could reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, or MainSource and its Subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Company) on Purchaser or Company“Materially Burdensome Regulatory Condition”). (cd) Each of Purchaser First Financial and Company MainSource shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserFirst Financial, Company MainSource or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (de) Each of Purchaser To the extent permitted by applicable law, First Financial and Company MainSource shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the Federal Reserve Board, the ODFI, and the IDFI and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation or any of its Subsidiaries.

Regulatory Matters. (a) Promptly after The Seller Entities and the date of this Agreement, Purchaser and Company Buyer shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its all commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the parties shall cooperate with each other and use their respective commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions and filings, to filings and obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities that are governmental authorities necessary or advisable to obtain all required statutory approvals, including, without limitation, those described in Section 3(b)(ii) of the Disclosure Schedule and pursuant to the HSR Act. In furtherance of the foregoing, the Seller Entities and the Buyer shall cooperate and use all commercially reasonable efforts to prepare and file any such applications, notices, petitions, filings and other documents no later than ten (10) business days from the date hereof or as soon thereafter as practicable and shall thereafter cooperate to diligently prosecute all such applications, notices, petitions, filings and other documents. Each Party shall, consistent with applicable law, before making any applications, notices, petitions or filings, provide a copy thereof to the other Parties for their review and shall consider incorporating the comments of any other Party in good faith. Without limiting the generality of the foregoing, the Buyer shall not take any action, directly or indirectly, that could reasonably be expected to cause any governmental authority to withhold or deny any permit, consent, approval or authorization set forth in Section 3(b)(ii) of the Disclosure Schedule. The Seller Entities and the Buyer shall (i) respond as promptly as practicable to any inquiries received from a governmental authority for additional information or documentation, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with a governmental authority not to consummate the transactions contemplated by this Agreement Agreement, except with the prior written consent of the other Parties hereto. The Buyer shall defend through litigation on the merits (including the Merger and the Bank Merger)appeals) any claim asserted in any court or quasi-judicial or administrative agency of any federal, and to comply with the terms and conditions of all such permitsstate, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requestslocal, or notices with the Federal Reserve and ODFI necessary for the foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent or materially delay consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days any of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to CompanyB) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that rescinded following consummation. Each Party shall (i) promptly notify the receipt other Party of any written communication to that Party from any governmental authority and, subject to applicable law, permit the other Party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, 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 approval may be materially delayedgovernmental authority, gives the other Party the opportunity to attend and participate thereat; and (iii) furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser Columbia and Company Umpqua shall cooperate prepare and file with each other to prepare or cause to be prepared the SEC the Joint Proxy Statement and Form S-4 Columbia shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser The parties shall use its commercially reasonable best efforts to file the Form S-4 make such filings within forty-five thirty (4530) business days of the date herewith of this Agreement. Each of Columbia and Umpqua shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company filings, and Purchaser Columbia and Umpqua shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Purchaser Columbia shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company Umpqua shall furnish all information concerning Company Umpqua and the holders of Company Umpqua Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filingsfilings (and in the case of applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) business days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger Mergers and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared Columbia and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Umpqua 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 Lawslaws relating to the exchange of information, all of the information relating to Company Umpqua or PurchaserColumbia, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementhereby. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of each case subject to applicable law. As used in this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other expiration or termination of all statutory waiting periods in respect thereof) (x) from the Federal Reserve Board and the FDIC and (y) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement. Each , including the Mergers and the Bank Merger, or those the failure of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or which to be supplied by it for inclusion obtained would reasonably be expected to have, individually or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of aggregate, a Material Adverse Effect on the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy StatementSurviving Corporation. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly Parent and the Company shall promptly prepare and file with the SEC, no later than 30 business days after of the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Joint Proxy Statement and Form S-4 Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of Parent and the Company shall cooperate in respect of the form and content of any other communication with shareholders of the Company. Each of Parent and the Company shall use its commercially their reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and Parent and the Company and Purchaser shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Purchaser Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly (and in the case of the regulatory applications to the Federal Reserve Board, the OCC and the NJ Department within 30 business days of the date of this Agreement) 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Merger Integrated Mergers and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared Parent and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to applicable Lawslaws relating to the exchange of information (and subject to necessary redactions relating to confidential or sensitive information), all of the information relating to the Company or PurchaserParent, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall consult with the other in advance of any formal meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of anything to the contrary in this Agreement Agreement, nothing contained herein shall be deemed to require Purchaser Parent or the Company to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing permits, consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, authorizations of Governmental Entities that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to the Company) on Purchaser any of Parent, the Company or Companythe Surviving Corporation, after giving effect to the Integrated Mergers (a “Materially Burdensome Regulatory Condition”). (c) Each of Purchaser Parent and the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the MergerIntegrated Mergers, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser Parent and the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the Federal Reserve Board, the OCC and the NJ Department and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to consummate the transactions contemplated by this Agreement, including the Integrated Mergers and the Bank Merger, the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate promptly prepare and file with each other to prepare or cause to be prepared the Proxy Statement and SEC the Form S-4 S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Purchaser and Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and each of Company and Purchaser shall thereafter mail or deliver the Joint Proxy Statement to their respective its shareholders. Purchaser shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties shall cooperate with each other and use their respective commercially 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 transactions contemplated by this Agreement (including the Merger and, if requested by Purchaser, a distribution of the shares of First Southwest Holdings, LLC and its subsidiaries to Purchaser or similar regulatory restructuring to be effected following the Bank closing of the Merger), to the extent such distribution or similar restructuring would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Requisite Regulatory Approvals will be more difficult to obtain) as soon as possible, and in any event no later than December 31, 2012, to the extent reasonably practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. ; provided, however, that Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to shall file within forty-five an application under Section 3 of the BHC Act with the Federal Reserve no later than twenty (4520) business days of following the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the MergerAgreement. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser 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 Lawslaws, all of the non-confidential information relating to Company or PurchaserPurchaser (excluding any confidential financial information relating to individuals), as the case may be, and its any of their respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting Company’s meeting of its shareholders to consider and the Purchaser Shareholders’ Meetingvote upon approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Joint Proxy Statement. (d) In furtherance and not in limitation of the foregoing, each of Purchaser and Company shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible, and in any event no later than December 31, 2012 to the extent reasonably practicable, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Purchaser, Company and their respective Subsidiaries; provided, however, that nothing contained in this Agreement shall require Purchaser to take any actions specified in this Section 6.1(d) that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (e) Purchaser agrees to execute and deliver, or cause to be executed and delivered, by or on behalf of the Surviving Company, at or prior to the Effective Time, one or more supplemental indentures, guarantees, and other instruments required for the due assumption of Company’s outstanding debt, guarantees, securities, and other agreements to the extent required by the terms of such debt, guarantees, securities, and other agreements. (f) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser Washington Mutual and Company Providian shall cooperate with each other to promptly prepare or cause to be prepared the Proxy Statement Statement/Prospectus and Form the S-4 and Washington Mutual shall promptly (and in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 any event within forty-five (45) 30 days of the date herewith hereof) file with the SEC the Proxy Statement/Prospectus and the S-4. Each of Washington Mutual and Providian shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser Providian shall thereafter mail or deliver the Proxy Statement Statement/Prospectus to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such actionstockholders. (b) Promptly after The parties acknowledge and agree that the date Merger is conditioned upon the Subsidiary Merger occurring concurrently with or immediately following the Effective Time of the Merger. Accordingly, Providian and Washington Mutual agree that they will use their reasonable best efforts to cause the Subsidiary Merger to be consummated at such time, including filing such applications, causing PNB and WMB to enter into a merger agreement containing customary terms and conditions, approving such merger agreement in their capacities as sole stockholders of PNB and WMB, respectively, and taking such other and further actions as may be reasonably necessary to consummate the Subsidiary Merger. The parties further acknowledge and agree that their respective obligations under this Article 7 shall apply to the Subsidiary Merger as well as the Merger. (c) Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Subsidiary Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause Washington Mutual shall file all appropriate applications with the OTS necessary to be prepared obtain approval for the Merger and use commercially reasonable efforts to file the Subsidiary Merger within forty-five (45) 30 days of the date of hereof. Notwithstanding the foregoing, nothing contained in this Agreement all applications, requestsshall be deemed to require Washington Mutual to take any action, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause commit to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Applicationtake any action, or such other application as deemed acceptable agree to any condition or appropriate by the OCCrestrictions, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with obtaining the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all foregoing permits, consents, approvals and authorizations of all Governmental Entities or third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to CompanyProvidian) on Purchaser the business or Companyoperations of the Surviving Company following the Effective Time (a “Materially Burdensome Regulatory Condition”). (cd) Each of Purchaser Washington Mutual and Company Providian shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserWashington Mutual, Company Providian or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Subsidiary Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly Parent and the Company shall promptly prepare and file with the SEC, no later than forty-five (45) days after the date of this Agreement, Purchaser the Joint Proxy Statement, and Company Parent shall cooperate promptly prepare and file with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of Parent and the Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and each of the Company and Purchaser Parent shall thereafter mail or deliver the Joint Proxy Statement to their respective its shareholders. Purchaser Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially 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 transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file within forty-five in no event later than sixty (4560) days of after the date of this Agreement all Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requestsnotices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or shall each cause their applicable Subsidiaries to be prepared and use commercially use, their respective reasonable best efforts to file within forty-five obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (45) days including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by Requisite Regulatory Approvals). Parent and the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser 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 Lawslaws relating to the exchange of information, all of the information relating to the Company or PurchaserParent, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The parties shall hereto agree that they will consult with each other 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 apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser Parent and the Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or the Company to take, or commit to take, any action or agree to any condition or restriction that would reasonably be likely to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (with such materiality measured on a scale relative to the Company and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (d) Parent and the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser Parent and the Company agrees, as to itself and its Subsidiaries, (i) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Parent Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Joint Proxy Statement. (de) Each of Purchaser Parent and the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will not be materially delayedtimely received. (f) The Company shall deliver to Parent, prior to the Closing, a statement in form and substance reasonably acceptable to Parent certifying that the Company has at no time during the past five (5) years been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Regulatory Matters. (a) Promptly HRB and Xenith shall promptly prepare and file with the SEC, no later than thirty (30) business days after of the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Joint Proxy Statement and Form S-4 HRB shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of HRB and Xenith shall use its commercially their reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser HRB and Xenith shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Purchaser HRB shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company Xenith shall furnish all information concerning Company Xenith and the holders of Company Xenith Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, within thirty (30) business days of the date of this Agreement) 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Merger and the Bank Merger), and which shall also include approval by the Federal Reserve Board and the Bureau of Financial Institutions of (i) the payment, immediately prior to the Closing, of cash from Bank of Hampton Roads to HRB, whether through dividend, capital reduction or other distribution (the “HRB Bank Payment”) and (ii) the payment, immediately prior to the Closing, of cash from Xenith Bank to Xenith, whether through dividend or other distribution (the “Xenith Bank Payment”), with the aggregate combined amount of the HRB Bank Payment and the Xenith Bank Payment to be no less than $20,000,000, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared HRB and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Xenith 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 Lawslaws relating to the exchange of information, all of the information relating to Company Xenith or PurchaserHRB, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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, consider in good faith the views of the other in connection with any proposed written or material oral communication with any Governmental Entity related to 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 herein. The parties hereto agree to furnish to the other a final copy of each filing made with a Governmental Entity in connection with the transactions contemplated by this Agreement, subject to applicable laws governing the confidentiality of such information. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of anything to the contrary contained in this Agreement Agreement, nothing contained herein shall be deemed to require Purchaser HRB or Company Xenith to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing permits, consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, authorizations of Governmental Entities that would or could reasonably be expected to have a Material Adverse Effect material adverse effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Company) on Purchaser or Company“Materially Burdensome Regulatory Condition”). (c) Each of Purchaser HRB and Company Xenith shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 S-4, the Requisite Regulatory Approvals or any other statement, filing, notice or application made by or on behalf of PurchaserHRB, Company Xenith or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser HRB and Company Xenith shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained, or will be obtained subject to a Materially Burdensome Regulatory Condition, or that the receipt of any such approval may will be materially delayed.

Regulatory Matters. (a) Promptly Parent and Company shall prepare the F-4 and the Proxy Statement promptly and in no event later than thirty (30) days after the date of this Agreement. Parent shall thereupon file the F-4, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus, with the SEC. Purchaser Each of Parent and Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. , and Company and Purchaser shall thereafter file the Proxy Statement with the SEC and mail or deliver the Proxy Statement to their respective shareholdersits stockholders. Purchaser Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date Subject to other provisions of this Agreement, the parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file within forty-five in no event later than forty (4540) days of after the date of this Agreement all Agreement, Parent and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requestsnotices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and Company shall each use, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or shall each cause their applicable Subsidiaries to be prepared and use commercially use, reasonable best efforts to file within forty-five obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (45) days including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC Requisite Regulatory Approvals). Parent and ODFI. Each of Company and Purchaser 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 Lawslaws relating to the exchange of information, all of the information relating to Company or PurchaserParent, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The parties shall hereto agree that they will consult with each other 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 apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided that each party shall be permitted to respond to inbound telephone calls or other inquiries from any Governmental Entity, and to provide informal status updates to a Governmental Entity, in each case without consulting in advance with the other party; provided, further, that Parent shall be permitted to redact from copies provided to Company of written materials submitted or intended for submission by Parent to OSFI, information relating to the business or operations of Parent to the extent that access to such information is not required for Company to reasonably assess the status of matters relating to consummation of the transactions contemplated by this Agreement, and Parent need not include Company in meetings or conferences, or portions of meetings or conferences, between Parent (or any of its affiliates) and OSFI in which the business or operations of Parent will be discussed with OSFI, provided that if such a discussion is germane to the status of matters relating to the consummation of the transactions contemplated by this Agreement, Parent will promptly inform Company of the occurrence of such a meeting and the general subject discussed and provide Company with summary information conveying the import of the matters discussed. (c) In furtherance and not in limitation of the foregoing, each of Parent and Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, nothing contained in no event shall the foregoing or any other provision of this Agreement shall require Purchaser Parent or Company to take take, or commit to take take, any actions in connection with obtaining such consents, approvals and authorizations, action or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected likely to have a Material Adverse Effect material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (with such materiality measured on a scale relative to CompanyCompany and its Subsidiaries, taken as a whole) on Purchaser or Company(a “Materially Burdensome Regulatory Condition”). (cd) Each of Purchaser Parent and Company shall, upon request, furnish to the each other with all information to which they have access concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 F-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser Parent and Company agrees, as to itself and its Subsidiaries, (i) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 F-4 will, at the time the Form S-4 F-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser Parent and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 F-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 F-4 or the Proxy Statement. (de) Each of Purchaser Parent and Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed. (f) Parent shall, and shall cause the Surviving Company to, comply with the “reporting requirements” of Treasury Regulations Section 1.367(a)-3(c)(6).

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company The parties hereto shall promptly cooperate with each other to prepare or cause to be prepared in the preparation and filing of the Proxy Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 of this Agreement. Each of Buyer and Form S-4 in which Seller shall use its reasonable best efforts to have the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act approved for mailing in definitive form as promptly as practicable after such filing. Company and Purchaser thereafter Seller shall thereafter promptly mail or deliver to its shareholders the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such actionStatement. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file within 45 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger Agreement. Buyer and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Seller shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable Lawslaws relating to the exchange of information, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, with or written materials submitted to, to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The parties hereto agree that they will use their reasonable best efforts to cause the Closing Date to occur by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental EntitySeptember 30, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company1999. (c) Each of Purchaser Buyer and Company Seller shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their respective Subsidiaries, directorsdirectors and officers, officers and the shareholders of Seller and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Company Buyer Bank, Merger Sub, Seller or any of their respective Subsidiaries Seller Bank to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statementhereby. (d) Each of Purchaser Buyer and Company Seller shall promptly advise furnish each other with copies of written communications received by Buyer or Seller, as the other upon receiving case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayedhereby.

Regulatory Matters. 15.1 DakoCytomation shall obtain the relevant marketing licenses and fulfill any regulatory registration requirements for the Products to be marketed and sold by DakoCytomation in the European Union (a“EU”) Promptly after and all countries other than the date United States (collectively, “ROW”). 15.2 For the ROW, DakoCytomation shall determine, in consultation with Clarient, for which countries DakoCytomation shall seek marketing licenses and product registration. 15.3 For the ROW, all product registrations shall be made in DakoCytomation’s name and DakoCytomation shall either serve as or retain a third party, as appropriate in each such country, to be the Authorized Representative (as defined in the IVD Directive). 15.4 For the ROW, DakoCytomation shall pay all registration fees and DakoCytomation’s own costs in connection with obtaining marketing licenses and fulfilling registration requirements in each country. 15.5 In the event of any termination or expiration of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser DakoCytomation shall use its commercially reasonable efforts to file secure the Form S-4 within forty-five (45) days transfer of all applicable registrations and licenses issued to DakoCytomation or its agents under this Article 15 to Clarient. In the event of termination of this Agreement due to DakoCytomation’s breach, DakoCytomation shall pay any reasonable costs and fees associated with the transfer of such registrations and licenses to Clarient. 15.6 Clarient shall make whatever information Clarient is holding of relevance to DakoCytomation’s obtaining of relevant marketing licenses and/or fulfillment of regulatory registration requirements available to DakoCytomation or its Designated Representative upon demand in a timely manner at Clarient’s cost. 15.7 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇ of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, Clarient shall maintain FDA approvals and/or clearances necessary to market and Company sell the Products as an in-vitro diagnostic device in the United States. All such registrations shall furnish all information concerning Company be in Clarient’s name and shall be at Clarient’s cost. At the completion of Phase 1 of the Agreement, the Parties will mutually agree in writing whether the applicable registrations and licenses issued to Clarient or its agents under this article shall be transferred to DakoCytomation and the holders of Company Common Shares as may be reasonably requested in connection with any conditions for such action. (b) Promptly after the date transfer. For Phase 2 of this Agreement, the parties Parties shall cooperate mutually agree on the Party to be responsible for the registration of the Products for in vitro diagnostic use with each FDA in the United States. The agreed upon terms for the ACIS III Products shall be set forth in a written Amendment to this Agreement, signed by duly authorized representatives of the Parties. 15.8 For purposes of regulatory compliance, Clarient shall allow representatives of DakoCytomation or its Designated Party to audit its facilities, quality systems and records related to the manufacture of Products once per Contract Year, (or more frequently as required by applicable law or regulation) upon 30 days prior written notification to Clarient. Upon DakoCytomation’s written request, in the event of a time sensitive audit DakoCytomation will provide Clarient seventy-two (72) hour written notification. 15.9 In the ROW, DakoCytomation shall prepare, maintain and distribute Material Safety Data Sheets for the Products. In the United States, Clarient shall prepare, maintain and provide such Material Safety Data Sheets to DakoCytomation for any Clarient Product that requires this documentation. Clarient shall provide DakoCytomation or its Designated Representative with information necessary for the preparation of such Material Safety Data Sheets. 15.10 DakoCytomation shall be responsible for all market surveillance activities, including reporting substantial changes to Product Specifications and quality systems, reporting Serious Incidents, handling complaints and customer notifications, and conducting product recalls or removals issued by authorities or mutually agreed upon by the Parties. If Clarient becomes aware of potential Serious Incidents, customer complaints or other information relevant to market surveillance activities, or the Product it shall provide this information to DakoCytomation promptly. If DakoCytomation becomes aware of potential Serious Incidents customer complaints or other information relevant to market surveillance activities, or the Product it shall provide this information to Clarient promptly. 15.11 Notwithstanding the provision in article 15.10, during Phase 1 of the Agreement, Clarient shall be responsible for all market surveillance activities in the United States and use their respective commercially reasonable efforts Canada, including, the reporting requirements of FDA. If DakoCytomation becomes aware of information relevant to prepare and file all market surveillance activities, including without limitation, Adverse Events or customer complaints, it shall immediately notify Clarient. If Clarient receives a customer complaint regarding the Products or the Products are subject to a product recall in the United States, Clarient shall investigate such customer complaint or product recall. DakoCytomation shall assist Clarient as necessary documentationin implementing any corrective action required, including without limitation, providing Clarient with a copy of its or its Affiliate or subdistributor’s customer list for Products. DakoCytomation shall further assist Clarient in the notification, if any, to effect all applications, notices, petitions and filings, such customers related 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 transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and customer complaints and/or product recalls. 15.12 The Parties shall use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices provide each other with the Federal Reserve information required to obtain and ODFI necessary for maintain CE marking in accordance with the consummation of the MergerIVD Directive or other requirements enforced by a notified body or governmental authority. Purchaser Bank will prepare or cause to be prepared and The other party shall use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or provide such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and Party’s custody within ten Business Days upon the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy StatementParty’s written request. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after ICBC and SIB shall promptly prepare and file with the date SEC the Joint Proxy Statement/Prospectus, and ICBC shall promptly prepare and file with the SEC the S-4. Each of this Agreement, Purchaser ICBC and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser SIB shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser shall thereafter to mail or deliver the Joint Proxy Statement Statement/Prospectus to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such actionstockholders. (b) Promptly after Subject to the date other provisions of this Agreement, the parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser ICBC and Company SIB shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserICBC, Company SIB or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser SIB acknowledges and Company shall promptly advise agrees that ICBC intends to cause SIBT to be merged with and into Independence Bank at or immediately following the other upon receiving any communication from any Governmental Entity Effective Time. SIB agrees that its obligations pursuant to this Section 7.1 include an obligation to use its reasonable best efforts to take all actions necessary to cause the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes Savings Bank Merger to be consummated at such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayedtime.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company The parties hereto shall promptly cooperate with each other to prepare or cause to be prepared in the preparation and filing of the Proxy Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 of this Agreement. Each of Buyer and Form S-4 in which Seller shall use its reasonable best efforts to have the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act approved for mailing in definitive form as promptly as practicable after such filing. Company and Purchaser thereafter Seller shall thereafter promptly mail or deliver to its shareholders the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such actionStatement. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file within 45 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger Agreement. Buyer and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Seller shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable Lawslaws relating to the exchange of information, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, with or written materials submitted to, to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The parties hereto agree that they will use their reasonable best efforts to cause the Closing Date to occur by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental EntitySeptember 30, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company2001. (c) Each of Purchaser Buyer and Company Seller shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their respective Subsidiaries, directorsdirectors and officers, officers and the shareholders of Seller and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Company Buyer Bank, Merger Sub, Seller or any of their respective Subsidiaries Seller Bank to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statementhereby. (d) Each of Purchaser Buyer and Company Seller shall promptly advise furnish each other with copies of written communications received by Buyer or Seller, as the other upon receiving case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayedhereby.

Regulatory Matters. (a) Promptly after Parent and the Company shall promptly prepare, and Parent shall file with the SEC, the S-4 (not later than sixty (60) days following the date of this Agreement), Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser Each of Parent and the Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and the Company and Purchaser shall thereafter as promptly as practicable mail or deliver the Proxy Statement to their respective its shareholders. Purchaser Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file file, or cause to be prepared and filed, 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 Regulatory Agencies and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Regulatory Agencies and Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file within forty-five in no event later than thirty (4530) business days of after the date of this Agreement all Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause filings required to be prepared filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Parent and use commercially the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to file within forty-five (45) days of obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. Parent and the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser 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 Lawslaws relating to the exchange of information, all of the information relating to the Company or PurchaserParent, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementhereby. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferencesconferences and provided that each party shall promptly advise the other party with respect to substantive matters that are addressed in any meeting or conference with any Governmental Entity which the other party does not attend or participate in, to the extent permitted by such Governmental Entity and applicable law. (c) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall use its reasonable best efforts to resolve any objection that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated hereby. Notwithstanding anything the foregoing, nothing contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement shall be deemed to require Purchaser Parent or the Company to take any action, or commit to take any actions in connection with obtaining such consents, approvals and authorizationsaction, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Companythe Company and its Subsidiaries, taken as a whole) on Purchaser or Company(a “Materially Burdensome Regulatory Condition”). (cd) Each of Purchaser Parent and the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or and any other statement, filing, notice or application made by or on behalf of PurchaserParent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (de) Each of Purchaser To the extent permitted by applicable law, Parent and the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting periods in respect thereof) from (i) the Federal Reserve Board, the Office of the Comptroller of the Currency and the Tennessee Department of Financial Institutions (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those other authorizations, consents, orders or approvals the failure of which to be obtained would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger.

Regulatory Matters. (a) Promptly Parent and Company shall promptly prepare and file with the SEC, no later than thirty (30) days after the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement Statement, and Form S-4 Parent shall promptly prepare and file with the SEC the F-4, in which the Proxy Statement will be included as a prospectus. Purchaser Each of Parent and Company shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. , and Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholdersits stockholders. Purchaser Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file within forty-five in no event later than thirty (4530) days of after the date of this Agreement all Agreement, Parent and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requestsnotices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and Company shall each use, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or shall each cause their applicable Subsidiaries to be prepared and use commercially use, reasonable best efforts to file within forty-five obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (45) days including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC Requisite Regulatory Approvals). Parent and ODFI. Each of Company and Purchaser 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 Lawslaws relating to the exchange of information, all of the information relating to Company or PurchaserParent, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The parties shall hereto agree that they will consult with each other 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 apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided that Parent shall be permitted to redact from copies provided to Company of written materials submitted or intended for submission by Parent to OSFI, information relating to the business or operations of Parent to the extent that access to such information is not required for Company to reasonably assess the status of matters relating to consummation of the transactions contemplated by this Agreement, and Parent need not include Company in meetings, or portions of meetings, between Parent (or any of its affiliates) and OSFI in which the business or operations of Parent will be discussed with OSFI, provided that if such a discussion is germane to the status of matters relating to the consummation of the transactions contemplated by this Agreement, Parent will promptly inform Company of the occurrence of such a meeting and the general subject discussed and provide Company with summary information conveying the import of the matters discussed. (c) In furtherance and not in limitation of the foregoing, each of Parent and Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, nothing contained in no event shall the foregoing or any other provision of this Agreement shall require Purchaser Parent or Company to take take, or commit to take take, any actions in connection with obtaining such consents, approvals and authorizations, action or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected likely to have a Material Adverse Effect material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (with such materiality measured on a scale relative to CompanyCompany and its Subsidiaries, taken as a whole), or (ii) result in an adverse impact on Purchaser or CompanyParent’s status as a financial holding company under the BHC Act (a “Materially Burdensome Regulatory Condition”). (cd) Each of Purchaser Parent and Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 F-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser Parent and Company agrees, as to itself and its Subsidiaries, (i) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 F-4 will, at the time the Form S-4 F-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser Parent and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 F-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 F-4 or the Proxy Statement. (de) Each of Purchaser Parent and Company shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed. (f) Parent shall, and shall cause the Surviving Company to, comply with the “reporting requirements” of Treasury Regulations Section 1.367(a)-3(c)(6).

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company and Purchaser shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the parties The Parties shall cooperate with each other and use their respective commercially reasonable 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 approvals, and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental EntitiesEntities (collectively, the “Regulatory Approvals”). Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of As soon as practicable after the date of this Agreement all applications(but in no event more than 75 days after the date hereof), requests, or notices Chemical shall prepare and file with the Federal Reserve Board and ODFI necessary for each other Governmental Entity having jurisdiction all applications and documents required to obtain the consummation of Regulatory Approvals (excluding the Regulatory Approvals applicable solely to the Bank Merger. Purchaser Bank will prepare or cause to be prepared ), and shall use its commercially reasonable efforts to obtain each necessary approval of or consent to consummate the Merger. Chemical shall provide Talmer with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file within forty-five (45) days such supplements thereto as Talmer may reasonably request. Chemical shall provide Talmer with copies of the date herewith an Interagency Bank Merger Act Application, or all material correspondence received from such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC Governmental Entities and ODFIall material responsive correspondence sent thereto. Each of Company Chemical and Purchaser Talmer shall have the right to review in advance, and each will consult the other on, in each case subject to applicable Lawslaws relating to the confidentiality of information, all of the other information relating to Company Chemical or PurchaserTalmer, as the case may be, and its any of their respective Subsidiaries, that appear appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties Parties shall act reasonably and as promptly as practicable. Each Party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other Party and its counsel the opportunity to attend and participate in such meetings and conferences. The parties Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals 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 Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with Notwithstanding the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entityforegoing, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything nothing contained herein shall be deemed to the contraryrequire Chemical, in no event shall the foregoing Talmer, or any other provision of this Agreement require Purchaser or Company their respective Subsidiaries to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing permits, consents, approvals approvals, and authorizations, authorizations of third parties or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewithGovernmental Entities, that would or could reasonably be expected to have a Material Adverse Effect on the Surviving Corporation (measured a “Materially Burdensome Regulatory Condition”); provided, that a Materially Burdensome Regulatory Condition shall not be deemed to include (i) the applicability of any regulatory condition or requirement affecting the Surviving Corporation as a result of its expected asset size following the Merger; or (ii) except as would have a Material Adverse Effect on the Surviving Corporation, any requirement by a scale relative Governmental Entity that, as a condition to Company) on Purchaser the Parties consummating the Merger, either Party or Companythe Surviving Corporation divest of any amount of deposit liabilities, banking offices and/or loans. (cb) Each of Purchaser Chemical and Company Talmer shall, upon request, furnish to the other all information concerning itself, itself and its Subsidiaries, directors, officers officers, and shareholders shareholders, and such other matters as may be reasonably necessary or advisable in connection with the applications necessary to obtain the Regulatory Approvals, the Joint Proxy Statement, the Form S-4 S-4, or any other statement, filing, notice notice, or application made by or on behalf of PurchaserChemical, Company Talmer, or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (dc) Each of Purchaser Chemical and Company Talmer shall promptly advise the other upon receiving any communication from any Governmental Entity Entity, the consent or approval of which is required for consummation of the transactions contemplated by this Agreement Agreement, that causes such party Party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayeddelayed or subject to a Materially Burdensome Regulatory Condition. (d) Nothing contained in this Agreement shall give Chemical or Talmer, directly or indirectly, the right to control or direct the operations of the other Party prior to the Effective Time. Prior to the Effective Time, subject to Article V, as applicable, Chemical and Talmer each shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective business operations. (e) From the date of this Agreement until the Effective Time, each Party shall promptly notify the other Party in writing of any pending or, to the Knowledge of either Party (as the case may be), threatened Action or Order by any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with the Merger or the other transactions contemplated by this Agreement or (b) seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Agreement. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law, each Party shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as the Parties may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Agreement.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser The Buyer shall promptly prepare and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith of this Agreement such regulatory filings as are applicable to the Merger, and have the Form S-4 declared effective under Company shall take, in accordance with applicable law, applicable stock exchange rules and its articles of incorporation and bylaws, all action necessary to convene an appropriate meeting of stockholders of the Securities Act Company to consider and vote upon the approval of this Agreement and any other matters required to be approved by the Company’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Company Meeting”), as promptly as practicable after the date hereof. The Company’s Board of Directors shall recommend such filingapproval, and the Company shall take all reasonable lawful action to solicit such approval by its stockholders. (b) Each of the Company and Buyer shall cooperate and shall instruct their respective agents, attorneys and accountants to cooperate in the preparation and filing of an application for a permit (the “California Permit”) from the California Commissioner of Corporations (the “California Commissioner”) pursuant to Section 25121 of the California Corporate Securities Law of 1968, as amended (the “California Securities Law”) and all other necessary documents and forms required to be filed with the California Department of Corporations (the “DOC”) in order to notify interested parties as required by California law of and to hold a fairness hearing conducted before the California Commissioner in accordance with Section 25142 of the California Securities Law (“Section 25142”) and related authorities with respect to the Merger and the shares of Buyer Common Stock to be issued in the Merger (the “California Fairness Hearing”) in order to establish that the issuance of Buyer Common Stock in the Merger is exempt from Securities Act registration under Section 3(a)(10) of the Securities Act (the “Section 3(a)(10) Exemption”) (the “DOC Application”). Buyer shall submit the DOC Application to the DOC within 14 calendar days after the later of (i) the date of this Agreement, and (ii) the date on which the Company has furnished to the Buyer materials and information in conformity with the requirements of the DOC; provided, however, that such 14 calendar day period shall be extended for the minimum period necessary to obtain any indispensable information or data from third party sources. Company and Purchaser Buyer shall thereafter mail or deliver the Proxy Statement to make their respective shareholders. Purchaser appropriate representatives available to prepare and provide such testimony as is necessary or appropriate to present at the California Fairness Hearing and to support Buyer’s and Company’s appearances at the California Fairness Hearing. (c) Each of the Company and Buyer shall also cooperate and shall instruct their respective agents, attorneys and accountants to cooperate in the preparation and filing with the SEC of a registration statement on Form S-4 in order to register under the Securities Act the shares of Buyer Common Stock to be issued in the Merger (the “S-4 Registration Statement”) if any of the following occurs: (i) the DOC informs Buyer that the DOC will not accept jurisdiction to hold the California Fairness Hearing after Buyer submits the DOC Application; (ii) after commencement of the California Fairness Hearing proceedings the DOC informs Buyer that the DOC will not issue such approval and make such findings with respect to the Merger and the issuance of Buyer Common Stock in the Merger as are required for the Section (3)(a)(10) Exemption; or (iii) if exemption of the issuance of Buyer Common Stock in the Merger from California securities permit requirements is not available under Section 25100(o) of the California Securities Law and the DOC informs Buyer that the DOC will not issue the California Permit (d) The Company and Buyer shall use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (be) Promptly after The Company shall prepare, and Buyer shall reasonably assist in such preparation of, a proxy statement for the date purposes of this Agreement, submitting to the parties shall cooperate with each other and use their respective commercially reasonable efforts to 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 Company’s stockholders the principal terms of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and this Agreement and any other matters required to be approved by the Bank MergerCompany’s stockholders for consummation of the Merger and soliciting such approval (together with other proxy solicitation materials of the Company constituting a part thereof, the “Proxy Statement”), . Description of Buyer and to comply with of the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to contained in such Proxy Statement shall be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection consultation with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or CompanyBuyer. (cf) Each of Purchaser the Company and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company Buyer agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form Buyer Permit Application, any S-4 Registration Statement, and the Proxy Statement will, at the time the Form Buyer Permit Application, any S-4 Registration Statement, and the Proxy Statement and each amendment or supplement thereto, if any, becomes effective under is submitted to or approved by the Securities ActCalifornia Department of Corporations, or is provided to Company’s shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Company’s stockholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and or any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinwhich, in the light of the circumstances under which such statement was is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not misleadingfalse or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Purchaser the Company and Company Buyer further agrees that if it becomes shall become aware that prior to the Effective Time of any information furnished by it that would cause any of the statements in the Form Buyer Permit Application, any S-4 Registration Statement, or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate the necessary steps to correct the Form Buyer Permit Application, any S-4 Registration Statement, or the Proxy Statement. (dg) Each Buyer will advise the Company, promptly after Buyer receives notice thereof, of Purchaser the time when a permit has been issued to qualify the issuance of the shares of Buyer Common Stock in the Merger, of the issuance of any stop order or the suspension of the qualification of the Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the California Department of Corporations for the amendment or supplement of the Buyer Permit Application or for additional information. (h) Without limiting the foregoing, the parties hereto shall cooperate with each other and use their reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties or Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions thereof. The Company and Buyer 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 exchange of information and the right of each party to withhold information its Board of Directors reasonably determines in good faith should be withheld for reasons of privacy, confidentiality or fiduciary duty, all the information relating to the Company, the Bank, Buyer, or UCB, as the case may be, and, in the case of Buyer, its Subsidiaries, that appears 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. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties or Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby. (i) Buyer and the Company shall, upon request, subject to applicable laws relating to the exchange of information and the right of each party to withhold information its Board of Directors reasonably determines in good faith should be withheld for reasons of privacy, confidentiality or fiduciary duty, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Buyer Permit Application, the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company shall from time to time make available to Buyer, upon reasonable request, a list of the Company’s stockholders and their addresses and such other information as Buyer shall reasonably request regarding the ownership of the Company Capital Stock. (j) Buyer and the Company shall promptly advise furnish each other with copies of non-confidential written communications received by Buyer or the other upon receiving Company, as the case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will Agreement. (k) Buyer shall not be obtained required to file a registration statement with the SEC with respect to the shares of Buyer Common Stock to be issued hereunder for the purpose of sale or resale of such shares by any person. (l) Not later than the fifteenth (15th) day prior to the Proxy Statement Distribution Date, the Company shall deliver to Buyer a schedule of each person that, to the best of the Company’s knowledge, is or is reasonably likely to be, as of the date of the Company Meeting, deemed to be an “affiliate” of it (each, a “Company Affiliate”) as that term is used in Rule 145 under the receipt Securities Act. The Company shall use its reasonable efforts to cause each Company Affiliate to execute and deliver to Buyer and the Company on or before the Effective Time an affiliate agreement in substantially the form attached hereto as Exhibit C. (m) Securities representing the shares of Buyer Common Stock to be issued to Company Affiliates pursuant to this Agreement may be subject to stop transfer orders and a restrictive legend which confirm and state that such securities representing such shares have been issued or transferred to the registered holder as the result of a transaction to which Rule 145 under the Securities Act applies, and that such securities may not be sold, hypothecated, transferred or assigned, and the issuer or its transfer agent shall not be required to give effect to any attempted sale, hypothecation, transfer or assignment, except (i) pursuant to a then current effective registration statement under the Securities Act, (ii) in a transaction permitted by Rule 145 as to which Buyer has received an opinion of counsel, in form and substance reasonably satisfactory to Buyer, in support of which such holder provides in advance holder and broker’s representations the form and content of which are approved by Buyer’s counsel, of compliance with the provisions of Rule 145, or (iii) in a transaction which, in an opinion of such holder’s counsel in form and substance reasonably satisfactory to Buyer, or as described in a “no action” or interpretive letter from the staff of the SEC, is not required to be registered under the Securities Act. The cost of any such approval may legal opinions referred to in this subsection 7.1(m) shall be materially delayedborne by Buyer.

Regulatory Matters. (a) Promptly after Seasons shall promptly prepare and file with the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared SEC the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectusStatement. Purchaser Seasons shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act respond as promptly as practicable after such filing. Company filing to any SEC comments thereon and Purchaser shall will make additional filings in connection therewith that may be necessary and advisable in connection with the Seasons Stockholders Meeting (as hereinafter defined), and thereafter to mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such actionstockholders. (b) Promptly after Subject to the date other provisions of this Agreement, the parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or and Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser Parent and Company Seasons shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement, the Form S-4 Statement or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Company Seasons or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser Seasons acknowledges and Company shall promptly advise agrees that Parent intends to cause Seasons, as the other upon receiving any communication from any Governmental Entity Surviving Company, to merge with and into Parent and to have Seasons Bank merged with and into Cadence Bank immediately after the consent or approval of which is required for consummation of Effective Time. Seasons agrees that its obligations pursuant to this Section 6.1 include an obligation to use its reasonable best efforts to take all actions necessary to cause the transactions contemplated by this Agreement that causes National Bank Merger to be consummated at such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayedtime.

Regulatory Matters. (a) Promptly after SYBT shall promptly prepare and file with the date of this AgreementSEC the S-4, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser Each of SYBT and KTYB shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement. Company and Purchaser KTYB shall thereafter as promptly as practicable (but in no event later than 15 days after the S-4 becomes effective) mail or deliver the Proxy Statement to their respective shareholdersthe shareholders of KTYB. Purchaser SYBT shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company KTYB shall furnish all information concerning Company KTYB and the holders of Company KTYB Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file file, or cause to be prepared and filed, 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 Regulatory Agencies and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Regulatory Agencies and Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file within forty-five (45) in no event later than 45 days of after the date of this Agreement all Agreement, SYBT and KTYB shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause filings required to be prepared filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. SYBT and use commercially KTYB shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or obtain each such other application Requisite Regulatory Approval as deemed acceptable or appropriate by the OCC, with the OCC, FDIC promptly as reasonably practicable. SYBT and ODFI. Each of Company and Purchaser KTYB 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 Lawslaws relating to the exchange of information, the non-confidential portions of all of the information relating to Company KTYB or PurchaserSYBT, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party hereby. (c) In furtherance and not in limitation of the foregoing, each of SYBT and KTYB shall consult with use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other in advance of any meeting order, whether temporary, preliminary or conference with any Governmental Entity and to permanent, that would restrain, prevent or delay the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferencesClosing. Notwithstanding anything the foregoing, nothing contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement shall be deemed to require Purchaser SYBT or Company KTYB to take any action, or commit to take any actions in connection with obtaining such consents, approvals and authorizationsaction, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect on SYBT and the SYBT Subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Company) on Purchaser or Company“Materially Burdensome Regulatory Condition”). (cd) Each of Purchaser SYBT and Company KTYB shall, upon request, furnish to the each other all with information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserSYBT, Company KTYB or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (de) Each of Purchaser To the extent permitted by applicable law, SYBT and Company KTYB shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such the receiving party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may Requisite Regulatory Approval will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (i) the FRB, the FDIC and the KDFI, and (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those other authorizations, consents, orders or approvals the failure of which to be obtained would reasonably be expected to have a Material Adverse Effect on SYBT.

Regulatory Matters. (a) Promptly Green and Patriot shall promptly prepare and file with the SEC, no later than 45 business days after of the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Joint Proxy Statement and Form S-4 Green shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus, and any amendment thereto, if any. Purchaser Each of Green and Patriot shall cooperate in respect of the form and content of any other communication with the shareholders of Patriot. Each of Green and Patriot shall use its their commercially reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser Green and Patriot shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Purchaser Green shall also use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company Patriot shall furnish all information concerning Company Patriot and the holders of Company Patriot Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within 30 business days of the date of this Agreement) 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Merger and the Bank MergerMerger (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared Green and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Patriot shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to applicable Lawslaws relating to the exchange of information, all of the information relating to Company Patriot or PurchaserGreen, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. Each party shall consult with the other in advance of any formal meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything the foregoing, nothing contained herein shall be deemed to the contrary, in no event shall the foregoing require Green or any other provision of this Agreement require Purchaser or Company Patriot to take any action, or commit to take any actions action, or agree to any condition or restriction, in connection with obtaining such the foregoing permits, consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, authorizations of Governmental Entities that would or could reasonably be expected to restrict or burden Green, the Surviving Corporation or any of their respective Affiliates and which would, individually or in the aggregate, have a Material Adverse Effect (on Green, the Surviving Corporation or any of their respective Affiliates, in each case measured on a scale relative to CompanyPatriot (including, without limitation, any requirement to raise or obtain capital in excess of the amount necessary to remain well capitalized under generally applicable regulatory capital guidelines) on Purchaser or Company(a “Materially Burdensome Regulatory Condition”). (c) Each of Purchaser Green and Company Patriot shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserGreen, Company Patriot or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser Green and Company Patriot shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the Federal Reserve Board, the OCC and the Texas Department of Banking and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.

Regulatory Matters. (a) Promptly after Saratoga and SJNB shall promptly prepare and file with the date of this AgreementSEC a Proxy Statement, Purchaser and Company SJNB shall cooperate promptly prepare and file with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 SEC the S-4, in which the Proxy Statement will be included as a prospectus, and one or more registration statements or amendments to existing registration statements under the Securities Act for the purpose of registering the maximum number of shares of SJNB Common Stock to which the option holders of Saratoga may be entitled pursuant to Section 2.6 at or after the Effective Time. Purchaser Each of SJNB and Saratoga shall use its commercially all reasonable efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser Saratoga and SJNB shall thereafter promptly mail or deliver the Proxy Statement to their respective shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Agreements (including without limitation the Merger and the Bank Merger), . SJNB and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser Saratoga shall have the right to review in advanceadvance and to the extent practicable each will consult the other on, in each case subject to applicable Lawslaws relating to the exchange of information, all of the information relating to Company Saratoga or PurchaserSJNB, as the case may be, and its any of their respective Subsidiaries, that appear Subsidiaries which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 (including without limitation the Merger) and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyherein. (c) Each of Purchaser SJNB and Company Saratoga shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserSJNB, Company Saratoga or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser SJNB and Company Saratoga shall promptly advise the each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 6.1(b)) will not be obtained or that the receipt of any such approval may will be materially delayed.

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser South State and Company CenterState shall cooperate prepare and file with each other to the SEC the Joint Proxy Statement, and South State shall prepare or cause to be prepared and file with the Proxy Statement and Form S-4 SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus, and the parties shall use reasonable best efforts to make such filings as promptly as practicable after the date of this Agreement. Purchaser Each of South State and CenterState shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company filings, and Purchaser South State and CenterState shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Purchaser South State shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company CenterState shall furnish all information concerning Company CenterState and the holders of Company CenterState Common Shares Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, within forty-five (45) days of the date of this Agreement) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals orders, approvals, waivers, non-objections and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared Without limiting the generality of the foregoing, as soon as practicable and use commercially reasonable efforts to file within in no event later than forty-five (45) days of after the date of this Agreement all Agreement, South State and CenterState shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause filings required to be prepared filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. South State and use commercially CenterState shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or obtain each such other application Requisite Regulatory Approval as deemed acceptable or appropriate by the OCC, with the OCC, FDIC promptly as reasonably practicable. South State and ODFI. Each of Company and Purchaser CenterState shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shalland, to the extent practicable practicable, each will consult with the other on, in each other on all the information case subject to applicable laws relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingexchange of information, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.the

Regulatory Matters. (a) Promptly after the date of this Agreement, Purchaser BANC and Company PACW shall cooperate prepare and file with each other to prepare or cause to be prepared the SEC the Joint Proxy Statement and Form S-4 BANC shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser The parties shall use its commercially reasonable best efforts to file the Form S-4, in which a preliminary joint proxy statement relating to the meetings of PACW’s stockholders and BANC’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, by 5:30 p.m. Eastern Time on August 24, 2023. The S-4 within forty-five shall also, to the extent permitted by the Securities Act, register the shares of New BANC Preferred Stock (45or depositary shares in lieu thereof) days that will be issued in the Second Step Merger. Each of the date herewith BANC and PACW shall use its reasonable best efforts to have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filing. Company , and Purchaser BANC and PACW shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholdersstockholders. Purchaser BANC shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company PACW shall furnish all information concerning Company PACW and the holders of Company PACW Common Shares Stock and PACW Preferred Stock, as well as any PACW Insider, as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filingsfilings (and in the case of applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings by 5:30 p.m. Eastern Time on August 14, 2023), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers, the FRS Membership, the Bank Merger and the Bank MergerBANC Share Issuance), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company BANC and Purchaser PACW 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 LawsLaws relating to the exchange of information, all of the information relating to Company PACW or PurchaserBANC, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other 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 and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementhereby. Each party shall consult with the other in advance of any substantive meeting or conference with any Governmental Entity and in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of each case subject to applicable Law. As used in this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such Agreement, “Requisite Regulatory Approvals” means all regulatory permits, authorizations, consents, Orders or approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser and Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other expiration or termination of all statutory waiting periods in respect thereof) from the Federal Reserve and the CDFPI that are necessary to consummate the transactions contemplated by this Agreement. Each , including the Mergers, the FRS Membership and the Bank Merger, or those the failure of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or which to be supplied by it for inclusion obtained would reasonably be expected to have, individually or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of aggregate, a Material Adverse Effect on the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy StatementSurviving Corporation. (d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after Bank of America and FleetBoston shall promptly prepare and file with the date of this Agreement, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared SEC the Joint Proxy Statement and Bank of America shall promptly prepare and file with the SEC the Form S-4 S-4, in which the Joint Proxy Statement will be included as a prospectus. Purchaser Each of Bank of America and FleetBoston shall use its commercially their reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company , and Purchaser FleetBoston and Bank of America shall thereafter mail or deliver the Joint Proxy Statement to their its respective shareholders. Purchaser Bank of America shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Company FleetBoston shall furnish all information concerning Company FleetBoston and the holders of Company Common Shares FleetBoston Capital Stock as may be reasonably requested in connection with any such action. (b) Promptly after the date of this Agreement, the The parties shall cooperate with each other and use their respective commercially 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 transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared FleetBoston and use commercially reasonable efforts to file within forty-five (45) days Bank of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of Company and Purchaser America 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 Lawslaws relating to the exchange of information, all of the information relating to Company FleetBoston or PurchaserBank of America, as the case may be, and its any of their respective Subsidiaries, that which appear in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the 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 third parties and Governmental Entities necessary or 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 by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) Each of Purchaser Bank of America and Company FleetBoston shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBank of America, Company FleetBoston or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting and the Purchaser Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser Bank of America and Company FleetBoston shall promptly advise the other upon receiving any communication from any Governmental Entity 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 Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Promptly after Parent shall promptly prepare and file with the date of this AgreementSEC the S-4, Purchaser and Company shall cooperate with each other to prepare or cause to be prepared the Proxy Statement and Form S-4 in which the Proxy Statement will be included as a prospectus. Purchaser The Company shall cooperate with Parent in the preparation of the Proxy Statement to be included within the S-4. Each of the Company and Parent shall use its commercially reasonable best efforts to file the Form S-4 within forty-five (45) days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. , and each of the Company and Purchaser Parent shall thereafter mail or deliver the Proxy Statement to their respective shareholders. Purchaser With the Company’s cooperation, Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, . The Company acknowledges that the Proxy Statement may include a proposal that Parent’s shareholders approve an amendment to Parent’s certificate of incorporation increasing the number of shares of Parent Common Stock that Parent will be authorized to issue and Company shall furnish will include a proposal (the approval of which is a condition to Parent’s obligation to consummate the transactions contemplated hereby) that Parent’s shareholders approve the issuance of Parent Common Stock pursuant to this Agreement (including without limitation the shares of Parent Common Stock issuable upon exercise of all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such actionNew Stock Options). (b) Promptly after the date of this Agreement, the parties The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and 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 transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date of this Agreement all applications, requests, or notices with the Federal Reserve and ODFI necessary for the consummation of the Merger. Purchaser Bank will prepare or cause to be prepared and use commercially reasonable efforts to file within forty-five (45) days of the date herewith an Interagency Bank Merger Act Application, or such other application as deemed acceptable or appropriate by the OCC, with the OCC, FDIC and ODFI. Each of The Company and Purchaser 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 LawsLaws relating to the exchange of information, all of the information relating to the Company or PurchaserParent, as the case may be, and its any of their respective Subsidiaries, that appear which appears in any filing or written response to a filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoingforegoing right, each of the parties Parties shall act reasonably and as promptly as practicable. The parties shall Parties agree that they will consult with each other 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 and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Companyherein. (c) Each of Purchaser Parent and the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 S-4, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act and any other statement, filing, notice or application made by or on behalf of PurchaserParent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this AgreementAgreement (collectively, the “Filing Documents”). Each of Purchaser and Parent agrees promptly to advise the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 willif, at any time prior to the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time later of the Company Shareholders’ Meeting and the Purchaser Parent Shareholders’ Meeting, contain any untrue statement of a material fact information provided by Parent for the Filing Documents becomes incorrect or omit to state incomplete in any material fact required respect and promptly to provide Company with the information needed to correct such inaccuracy or omission. Parent shall promptly furnish the Company with such supplemental information as may be stated therein or necessary in order to make cause the statements thereinFiling Documents, in insofar as they relate to Parent and the light Parent Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Parent if, at any time prior to the later of the circumstances under which such statement was madeCompany Shareholders’ Meeting and the Parent Shareholders’ Meeting, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished provided by it would cause any of the statements Company for the Filing Documents becomes incorrect or incomplete in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material factrespect and promptly to provide Parent with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Parent with such supplemental information as may be necessary in order to cause the Filing Documents, or insofar as they relate to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleadingCompany and the Company Subsidiaries, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statementcomply with all applicable legal requirements. (d) Each of Purchaser Parent and the Company shall promptly advise furnish each other with copies of written communications received by Parent or the other upon receiving Company, as the case may be, or any communication from of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by hereby. (e) The Company shall engage a proxy solicitor reasonably acceptable to Parent to assist the Company in obtaining the approval of the Company’s shareholders of this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that and the receipt of any such approval may be materially delayedtransactions contemplated hereby.