Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent and Subject Company shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent Fifth Third shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement Statement/Prospectus will be included as a prospectusincluded. Each of Parent First National Bankshares and Subject Company Fifth Third shall use all their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company First National Bankshares shall thereafter mail or deliver the definitive Joint Proxy Statement Statement/Prospectus to their respective stockholdersits shareholders. Parent Fifth Third shall also use all its 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, and Subject Company First National Bankshares shall furnish all information concerning Subject Company First National Bankshares and the holders of Subject Company First National Bankshares Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent First National Bankshares and Subject Company Fifth Third shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Fifth Third or ParentFirst National Bankshares, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. First National Bankshares shall also use its best efforts to obtain all information as may be reasonably requested from FNB. (c) Parent Each of First National Bankshares and Subject Company Fifth Third shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentFirst National Bankshares, Subject Company Fifth Third or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Each of First National Bankshares and Subject Company Fifth Third shall promptly advise each the other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 will be materially delayed.

Regulatory Matters. (a) Parent BANC ONE and Subject Company FCN shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and BANC ONE and Newco shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent BANC ONE, FCN and Subject Company Newco shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent BANC ONE and Subject Company FCN shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholders. Parent BANC ONE shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company FCN shall furnish all information concerning Subject Company FCN and the holders of Subject Company FCN Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use reasonable their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Second Step Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent BANC ONE and Subject Company FCN shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company FCN or ParentBANC ONE, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent BANC ONE and Subject Company FCN shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentBANC ONE, Subject Company FCN or any of their respective Subsidiaries to any Governmental Entity in connection with the Second Step Merger and the other transactions contemplated by this Agreement. (d) Parent BANC ONE and Subject Company FCN shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayed.

Regulatory Matters. (a) Parent CCB and Subject Company NCBC shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and NCBC shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent CCB and Subject Company NCBC shall use all their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent CCB and Subject Company NCBC shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent NCBC shall also use all its 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, and Subject Company CCB shall furnish all information concerning Subject Company CCB and the holders of Subject Company CCB Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Merger)) and the Option Agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent CCB and Subject Company NCBC shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company NCBC or ParentCCB, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and the Option Agreements and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) Parent CCB and Subject Company NCBC shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentCCB, Subject Company NCBC or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent CCB and Subject Company NCBC shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which or the Option Agreements 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 will be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject the Company shall, and shall cause its Subsidiaries, to use all its reasonable best efforts to have (i) take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all Legal Requirements which may be imposed on such party or its Subsidiaries with respect to the S-4 declared effective under Merger and the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the other transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company to remove any restraint or prohibition preventing the consummation of the Merger and the holders other transactions contemplated by this Agreement, and, subject to the conditions set forth in Article VII, to consummate the Merger and the other transactions contemplated by this Agreement and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, Permit, Order or approval of, or any exemption by, any Governmental Entity which is required to be obtained by Parent or the Company, respectively, or any of Subject Company Capital Stock as may be reasonably requested their respective Subsidiaries, in connection with any such action. (b) the Merger and the other transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filingsfilings (including any notification required by the HSR Act), to obtain as promptly as practicable all permitsPermits, consents, approvals and approvals, authorizations of all third parties Governmental Entities, and Governmental Entities the expiry or termination of all applicable waiting periods, which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), Merger and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 Permits and authorizations consents of all third parties Governmental Entities, and Governmental Entities the expiration or termination of the applicable waiting period under the HSR Act or under any other Antitrust Law, 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. (c) . Each of Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as shall use its reasonable best efforts to resolve any objections that may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made asserted by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to any Governmental Entity with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement. Subject to Section 5.3, each of Parent and the Company shall not, and shall cause its respective Subsidiaries not to, engage in connection with any action or transaction that would materially delay or materially impair the ability of the Company, Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (d) . Parent and Subject the Company shall promptly advise each further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other upon receiving Order, ruling or statute, Regulation or executive order that would materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be, including by defending any communication from any Governmental Entity whose consent lawsuits or approval is required for other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (b) Each of Parent, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.3(a) to obtain all requisite Permits, consents, and expirations or terminations of applicable waiting periods for the transactions contemplated by this Agreement which causes under the HSR Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party to believe that there is a reasonable likelihood that from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any Requisite Regulatory Approval (as defined below) will not be obtained or that the receipt other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement; and (iii) permit the other party and/or its counsel to review in advance any written communication intended to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such approval will be materially delayedother Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent not prohibited by the FTC, the DOJ or such other Governmental Entity or other Person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. In exercising the foregoing rights, each of the parties hereto shall act reasonably and as promptly as practicable. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all Laws, Orders and judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Regulatory Matters. (a) Parent Promptly after the date of this Agreement, Xxxxxxx and Subject Company Sterling shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and Xxxxxxx shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filings within thirty (30) business days of the date 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 Xxxxxxx Preferred Stock (or depositary shares in lieu thereof) that will be issued in the transaction. Each of Parent Xxxxxxx and Subject Company Sterling shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filingfilings, and Parent Xxxxxxx and Subject Company Sterling shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholders. Parent Xxxxxxx shall also use all its 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, and Subject Company Sterling shall furnish all information concerning Subject Company Sterling and the holders of Subject Company Capital Sterling Common Stock and Sterling Series A Preferred Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and 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 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 Governmental Entities. Parent Xxxxxxx and Subject Company Sterling shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Sterling or ParentXxxxxxx, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 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. (c) Parent and Subject Company shall, upon request, 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 hereby. Each party shall consult with the Joint Proxy Statement, the S-4 other in advance of any meeting or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to conference with any Governmental Entity in connection with the Merger 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, in each case subject to applicable law. As used in this Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (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. (d) Parent , including the Merger and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent the Bank Merger, or approval is required for consummation those the failure of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained would reasonably be expected to have, individually or that in the receipt of any such approval will be materially delayedaggregate, a Material Adverse Effect on the Surviving Corporation.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. 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 and Subject Company shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersshareholders. With the Company’s cooperation, Parent shall also use all its 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, . 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 Subject 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 Subject Company and the holders of Subject Company Capital New Stock as may be reasonably requested in connection with any such actionOptions). (b) The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger), . The Company and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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 Laws relating to the exchange of information, all of the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 Parties shall act reasonably and as promptly as practicable. The parties hereto 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 herein. (c) Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the 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 Parent, Subject 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”). Parent agrees promptly to advise the Company if, at any time prior to the later of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by Parent for the Filing Documents becomes incorrect or incomplete in any material 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 necessary in order to cause the Filing Documents, insofar as they relate to Parent and the 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 Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by the Company for the Filing Documents becomes incorrect or incomplete in any material respect 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, insofar as they relate to the Company and the Company Subsidiaries, to comply with all applicable legal requirements. (d) Parent and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent or the 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 whose consent or approval 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 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 and the receipt of any such approval will be materially delayedtransactions contemplated hereby.

Regulatory Matters. (a) Parent Mercantile and Subject Company Firstar shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and Firstar shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Mercantile and Subject Company Firstar shall use all their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Mercantile and Subject Company Firstar shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent Firstar shall also use all its 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, and Subject Company Mercantile shall furnish all information concerning Subject Company Mercantile and the holders of Subject Company Capital Mercantile Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Merger)) and the Option Agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent Mercantile and Subject Company Firstar shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Firstar or ParentMercantile, as the case may be, and any of their respective Subsidiaries which appear 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 rightrights of review and consultation, 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 and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and the Option Agreements and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) Parent Mercantile and Subject Company Firstar shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentMercantile, Subject Company Firstar or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Mercantile and Subject Company Firstar shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation con- summation of the transactions contemplated by this Agreement which or the Option Agreements 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 will be materially delayed.

Regulatory Matters. (a) Parent Purchaser and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Purchaser and Subject Company shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent each of Company and Subject Company Purchaser shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersits shareholders. Parent Purchaser shall also use all its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" “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 Capital Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation as soon as possible, and in any event no later than July 1, 2013, to the Merger)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. Parent Company and Subject Company Purchaser shall have the right to review in advanceadvance and, and to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationlaws, all the non-confidential information relating to Subject Company or ParentPurchaser (excluding any confidential financial information relating to individuals), as the case may be, and any of their respective Subsidiaries which Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinby 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. (c) Parent Each of Purchaser and Subject Company shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 ParentPurchaser, Subject Company or any of their respective Subsidiaries to any Governmental Entity in connection with the 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 Company’s meeting of its shareholders to consider and vote 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 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) Parent In furtherance and Subject 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 and resolve any questions or issues raised by any Governmental Entity so as to enable the Closing to occur as soon as possible, and in any event no later than July 1, 2013, including, without limitation, making expenditures and incurring costs, raising capital, divesting or otherwise disposing of businesses or assets of Purchaser, Company and their respective Subsidiaries, effecting the dissolution, internal merger or consolidation of Subsidiaries of Purchaser or the Company effective upon the Effective Time, or enhancing internal controls (including by increasing staffing levels and external hires). (e) Each of Purchaser and Company shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which 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 will may be materially delayed.

Regulatory Matters. (a) Parent Within forty-five (45) days after the date hereof and Subject Company shall promptly prepare so long as Southside and file its accountants and advisors have cooperated with the SEC a preliminary version preparation of the Joint Proxy Statement Registration Statement, Allegiant shall prepare and, following comment thereonsubject to the review and consent of Southside, Parent Southside shall promptly prepare and file with the SEC the S-4, Registration Statement (or the equivalent in which the definitive Joint Proxy Statement will form of preliminary proxy materials) with respect to the shares of Surviving Corporation Common Stock to be included as a prospectus. Each issued in the Merger and the exercise of Parent the Allegiant Stock Options after the Effective Time and Subject Company shall use all reasonable its best efforts to cause the Registration Statement to become effective. Within forty-five (45) days after the date hereof and so long as Southside and its accountants and advisors have cooperated with the S-4 declared effective under preparation of such applications, Allegiant shall prepare and, subject to the Securities Act as promptly as practicable after such filingreview and consent of Southside, file an application for approval of the Merger with the Federal Reserve Board, and Parent and Subject Company such additional Regulatory Authorities as may require an application. Southside shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals 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 Subject Company Allegiant and the Allegiant Subsidiaries shall furnish Southside all information concerning Subject Company Allegiant and the holders of Subject Company Capital Stock Allegiant Subsidiaries and the shareholders thereof as Southside may be reasonably requested request in connection with any such action. (b) The parties hereto Southside and Allegiant shall cooperate with each other and use reasonable their respective best efforts to promptly 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 which are Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent and Subject Company shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with to the SEC a preliminary version of the Joint Proxy Statement andconditions set forth in Article VII hereof, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each each of Parent and Subject the Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filingshall, and Parent shall cause its Subsidiaries to, consult and Subject Company shall thereafter mail cooperate with each other and in good faith promptly (i) take, or cause to be taken, all actions necessary, proper or advisable to comply with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the definitive Joint Proxy Statement transactions contemplated herein, to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out consummate the transactions contemplated by this Agreement, Agreement and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (bii) The parties hereto shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filingsfilings with, and use their reasonable best efforts to obtain as promptly as practicable all permits, consents, approvals and authorizations of of, all third parties and Governmental Entities Entities, including without limitation, the FRS, which are necessary or advisable to consummate the transactions contemplated by this Agreement. (b) In particular, Parent shall prepare and file all requisite notices and Applications with respect to the transactions contemplated by this Agreement (including without limitation the Merger), and required to comply be made by Parent with the terms and conditions of all such permits, consents, approvals and authorizations of all such Federal Reserve Board or any other Governmental Entities. , as promptly as practicable after the date of this Agreement. (c) Parent and Subject the Company shall have the right to review in advanceadvance and, and to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 . (d) Parent and 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 Company shall keep the other apprised of reasonably informed as to the status of matters all notices and Applications and, subject to applicable Law relating to completion the exchange of the transactions contemplated hereininformation, provide to each other, promptly after filing, copies of such notices and applications and all supplemental or related filed materials. (ce) Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject 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. (df) Parent and Subject the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) required approval of any Governmental Entity will not be obtained or that the receipt of any such approval will be materially delayed. (g) Subject to the conditions set forth in Article VII hereof, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, each of Parent and the Company shall cooperate in all respects with each other and use its respective commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (h) Notwithstanding the foregoing, neither Parent nor the Company shall be required to disclose to the other any personal financial statements or other similar information concerning their directors, officers, shareholders or their respective individual affiliates.

Regulatory Matters. (a) Parent Acquiror and Subject the Company shall cooperate in preparing and promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file cause to be filed with the SEC the Proxy Statement/Prospectus and the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Acquiror and Subject the Company shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby, and Parent and Subject the Company shall thereafter mail or deliver the definitive Joint Proxy Statement Statement/Prospectus to their respective stockholdersits stockholders as promptly as practicable after the Form S-4 is declared effective. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company Acquiror and the holders Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of Subject Company Capital Stock 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) The parties hereto shall Subject to the other provisions of this Agreement, Acquiror and the Company agree to cooperate with each other and use 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 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 Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinEntities. (c) Parent Acquiror and Subject the Company shall, upon request, 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 Joint preparation of the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentAcquiror, Subject 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. Acquiror and the Company shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder. (d) Parent Acquiror and Subject the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) or Bank Merger Approval will not be obtained or that the receipt of any such approval will be materially delayeddelayed or conditioned.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent Buyer shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. The Company shall cooperate with Buyer in the preparation of the Proxy Statement to be included within the S-4. Each of Parent the Company and Subject Company Buyer shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject the Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersits shareholders. Parent If the Buyer determines that it is necessary for its shareholders to approve the issuance of Buyer Common Stock hereunder, the Proxy Statement shall be prepared as a joint proxy statement, the Buyer shall mail the Proxy Statement to its shareholders promptly after the S-4 is declared effective. Buyer shall also use all its 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, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), . The Company and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject the Company or ParentBuyer, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 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. (c) Parent Buyer and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or and any other statement, filing, notice or application made by or on behalf of ParentBuyer, Subject 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. Buyer agrees promptly to advise the Company if at any time prior to the Company Shareholders' Meeting any information provided by Buyer for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Company with the information needed to correct such inaccuracy or omission. Buyer shall promptly furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Buyer and its Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Buyer if at any time prior to the Company Shareholders' Meeting (or, if applicable, the meeting of Buyer's shareholders) any information provided by the Company for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Buyer with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Buyer with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the Company and its Subsidiaries, to comply with all applicable legal requirements. (d) Parent Buyer and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Buyer or the 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent Promptly after the date of this Agreement, Allegiance and Subject Company CBTX shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement andStatement, following comment thereon, Parent and CBTX shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Allegiance and CBTX, as applicable, shall use reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement. Each of Parent Allegiance and Subject Company CBTX shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filingfilings, and Parent to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Subject Company Allegiance and CBTX shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent CBTX shall also use all its 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, and Subject Company Allegiance shall furnish all information concerning Subject Company Allegiance and the holders of Subject Company Capital Allegiance Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and 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 them 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 and Governmental Entities 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 Governmental Entities. Parent Allegiance and Subject Company CBTX shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Allegiance or ParentCBTX, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity Entity, including the Joint Proxy Statement, the S-4 and any other filing made 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 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. (c) Parent , and Subject Company shall, upon request, 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 party shall consult with the Joint Proxy Statement, the S-4 other in advance of any meeting or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to conference with any Governmental Entity in connection with the Merger and the other 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, in each case subject to applicable law. As used in this Agreement. , the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders and approvals (dand the expiration or termination of all statutory waiting periods in respect thereof) Parent (i) from the Federal Reserve Board, the FDIC, the Texas Department of Banking, the OCC and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent (ii) set forth in Section 3.4 or approval is required for consummation of Section 4.4 that are necessary to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger) or those the failure of which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained would reasonably be expected to have, individually or that in the receipt of any such approval will be materially delayedaggregate, a Material Adverse Effect on the Surviving Entity.

Regulatory Matters. (a) Parent and Subject the Company shall reasonably promptly prepare and shall use their commercially reasonable efforts to file with the SEC a preliminary version of on or prior to August 22, 2014, and in any event as soon as reasonably practicable thereafter, the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement and a prospectus will be included as a prospectusincluded. Each of Parent and Subject the Company shall use all its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject the Company shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersits shareholders. Parent shall also use all its reasonable best efforts to obtain all necessary state securities law Law or "Blue Sky" “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject Company Capital Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall reasonably 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 which that are necessary or advisable to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement (including without limitation the 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. Parent shall use its commercially reasonable efforts to make all initial requisite regulatory filings on or before August 15, 2014 and Subject in any event as soon as reasonably practicable thereafter (other than any notice to the Federal Reserve under its regulations, which will be filed in accordance with the timing contemplated by such regulations). The Company and Parent shall have the right to review in advanceadvance and, and to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws Laws, all the non-confidential information relating to the exchange of information, all the Company or Parent (excluding any confidential financial information relating to Subject Company or Parentindividuals), as the case may be, and any of their respective Subsidiaries which Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinby this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. (c) Each of Parent and Subject the Company shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 Parent, Subject 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 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’s meeting of its shareholders to consider and vote 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 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 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 Parent and Subject the Company shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement which 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 will may be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. 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 and Subject Company shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject the Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersits shareholders. With the Company’s cooperation, Parent shall also use all its 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 Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger), . The Company and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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 laws Laws relating to the exchange of information, all of the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 Parties shall act reasonably and as promptly as practicable. The parties hereto 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 herein. (c) Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the 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 Parent, Subject 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”). Parent agrees promptly to advise the Company if, at any time prior to the Company Shareholders’ Meeting, any information provided by Parent for the Filing Documents becomes incorrect or incomplete in any material 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 necessary in order to cause the Filing Documents, insofar as they relate to Parent and Parent’s Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Parent if, at any time prior to the Company Shareholders’ Meeting, any information provided by the Company for the Filing Documents becomes incorrect or incomplete in any material respect 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, insofar as they relate to the Company and the Company Subsidiaries, to comply with all applicable legal requirements. (d) Parent and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent or the 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent Yadkin and Subject Company NewBridge shall promptly prepare and file with the SEC a preliminary version SEC, no later than thirty (30) business days after of the date of this Agreement, the Joint Proxy Statement and, following comment thereon, Parent and Yadkin shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus, and any amendment thereto, if any. Each of Parent Yadkin and Subject Company NewBridge shall cooperate in respect of the form and content of any other communication with shareholders of NewBridge. Each of Yadkin and NewBridge shall use all their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Yadkin and Subject Company NewBridge shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent Yadkin shall also use all its 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, and Subject Company NewBridge shall furnish all information concerning Subject Company NewBridge and the holders of Subject Company Capital NewBridge Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly (and in the case of the regulatory applications to the Federal Reserve Board, the FDIC and the NC Commissioner 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation 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 Governmental Entities. Parent Yadkin and Subject Company NewBridge shall have the right to review in advance, and and, to the extent practicable practicable, each will consult with the other on, in each case subject to applicable laws relating to the exchange of information (and subject to necessary redactions relating to confidential or sensitive information), all the information relating to Subject Company NewBridge or ParentYadkin, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 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. 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 and deemed appropriate by such party, in its sole discretion, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require Yadkin or NewBridge 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 expected to have a Material Adverse Effect (measured on a scale relative to NewBridge) on any of Yadkin, NewBridge or the Surviving Corporation, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). (c) Parent Yadkin and Subject Company NewBridge shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentYadkin, Subject Company NewBridge 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. (d) Parent Yadkin and Subject Company NewBridge shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 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 FDIC and the NC Commissioner 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) Parent At the sole expense of Acquiror, subject to Section 10.2, the Company and Subject Company Acquiror shall cooperate in preparing and promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file cause to be filed with the SEC the Proxy Statement/Prospectus and the Form S-4. Acquiror and the Company shall, in which as promptly as practicable after receipt thereof, provide the definitive Joint other party with copies of any written comments and advise the other party of any oral comments with respect to the Proxy Statement will be included as Statement/Prospectus or the Form S-4 received from the SEC. Each party shall cooperate and provide the other party with a prospectusreasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC. Each of Parent Acquiror and Subject the Company shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, filing and Parent to keep the Form S-4 effective as long as is necessary to consummate the Merger and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the other transactions contemplated by this Agreement. At the expense of Acquiror, and Subject subject to Section 10.2, the Company shall furnish all information concerning Subject Company and mail or deliver the holders of Subject Company Capital Stock Proxy Statement/Prospectus to the Company’s stockholders as may be reasonably requested in connection with any such actionpromptly as practicable after the Form S-4 is declared effective. (b) The parties hereto shall Subject to the other provisions of this Agreement, Acquiror and the Company agree to cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinEntities. (c) Parent Acquiror and Subject the Company shall, upon request, 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 Joint preparation of the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentAcquiror, Subject 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. Acquiror and the Company shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder. (d) Parent Acquiror and Subject the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayeddelayed or conditioned. (e) The information relating to the Company and its Subsidiaries provided by the Company for inclusion in the Proxy Statement/Prospectus, the Form S-4, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 1412 under the Exchange Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Company will ensure that the respective portions of the Proxy Statement/Prospectus that relate to the Company or any of its Subsidiaries will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and the respective portions of the Form S-4 that relate to the Company or any of its Subsidiaries will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. (f) The information relating to the Acquiror and its Subsidiaries provided by the Acquiror for inclusion in the Proxy Statement/Prospectus, the Form S-4, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 1412 under the Exchange Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Acquiror will ensure that the respective portions of the Proxy Statement/Prospectus that relate to the Acquiror or any of its Subsidiaries will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and the respective portions of the Form S-4 that relate to the Acquiror or any of its Subsidiaries will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

Regulatory Matters. (a) Parent FNB and Subject Company LSB shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and LSB shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent FNB and Subject Company LSB shall use all their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent FNB and Subject Company LSB shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent LSB shall also use all its 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, and Subject Company FNB shall furnish all information concerning Subject Company FNB and the holders of Subject Company Capital FNB Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent FNB and Subject Company LSB shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company FNB or ParentLSB, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent FNB and Subject Company LSB shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentFNB, Subject Company LSB or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent FNB and Subject Company LSB shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 will be materially delayed.

Regulatory Matters. (a) Parent ICBC and Subject Company SIB shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement andStatement/Prospectus, following comment thereon, Parent and ICBC shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent ICBC and Subject Company SIB shall use all reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter to mail the definitive Joint Proxy Statement Statement/Prospectus to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinEntities. (c) Parent ICBC and Subject Company SIB shall, upon request, 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 preparation of the Joint Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentICBC, Subject Company SIB or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent SIB acknowledges and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent agrees that ICBC intends to cause SIBT to be merged with and into Independence Bank at or approval is required for consummation of immediately following the transactions contemplated by Effective Time. SIB agrees that its obligations pursuant to this Agreement which causes Section 7.1 include an obligation to use its reasonable best efforts to take all actions necessary to cause the Savings Bank Merger to be consummated at 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 will be materially delayedtime.

Regulatory Matters. (a) Parent Fifth Third and Subject Company Old Kent shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and Fifth Third shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Fifth Third and Subject Company Old Kent shall use all their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Fifth Third and Subject Company Old Kent shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholders. Parent Fifth Third shall also use all its 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, and Subject Company Old Kent shall furnish all information concerning Subject Company Old Kent and the holders of Subject Company Old Kent Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent Fifth Third and Subject Company Old Kent shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Old Kent or ParentFifth Third, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent Fifth Third and Subject Company Old Kent shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentFifth Third, Subject Company Old Kent or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Fifth Third and Subject Company Old Kent shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 will be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filing within sixty (60) days of the date of this Agreement. 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 and Subject Company shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent shall promptly provide to the Company copies of all correspondence between it or any of its representatives and the SEC. Parent shall provide the Company and its counsel with appropriate opportunity to review and comment on (i) the S-4 and Proxy Statement, (ii) all amendments and supplements to the S-4 and Proxy Statement and (iii) all responses to requests for additional information and replies to comments, prior to their being filed with, or sent to, the SEC. With the Company’s cooperation, Parent shall also use all its 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 Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) As promptly as practicable following the execution and delivery of this Agreement, Parent shall cause to be prepared and filed all required applications and filings with the Governmental Entities that are necessary or contemplated for the obtaining of their Consents for the consummation of the Merger and the Bank Merger, and the Company shall provide Parent with such information as Parent reasonably requests in connection with the preparation of such applications and filings. The parties shall use reasonable best efforts to make such applications and filings within forty-five (45) days of the date of this Agreement. Such applications and filings shall be in such form as may be prescribed by the respective Governmental Entities and shall contain such information as they may require. The Parties hereto shall will cooperate with each other and use reasonable their best efforts to promptly prepare and file execute all necessary documentation, to effect all applications, notices, petitions necessary or contemplated filings and filings, to obtain as promptly as practicable all necessary or contemplated permits, Consents, rulings and authorizations of Governmental Entities and third parties that are necessary or contemplated to consummate the transactions contemplated by this Agreement. Each of the Parties shall have the right to review and approve in advance any filing made with, or written material submitted to, any government agencies in connection with the transactions contemplated by this Agreement prior to the time such filing or material is filed or submitted. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Company or Parent 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 all third parties and Governmental Entities which are necessary or advisable that would reasonably be expected to consummate have a Material Adverse Effect on the transactions contemplated by this Agreement (including without limitation the Merger)Surviving Corporation and its Subsidiaries, and to comply with the terms and conditions of all such permitstaken as a whole, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company shall have the right to review in advance, and after giving effect to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementMerger (a “Materially Burdensome Regulatory Condition”). In exercising furtherance and not in limitation of the foregoing rightforegoing, each of the parties hereto Company and Parent shall act reasonably use its reasonable best efforts to, and cause its Subsidiaries to use 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 promptly to enable the Closing to occur as practicable. The parties hereto agree soon as possible; provided, however, 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 nothing contained in this Agreement shall require the Company or Parent to take any actions specified in this Section 6.1(b) that would reasonably be expected to constitute or result in a Materially Burdensome Regulatory Condition. For purposes of this Agreement, a Materially Burdensome Regulatory Condition shall not include any regulatory requirement for Parent to raise additional capital in an amount up to $200 million, which capital may consist entirely of subordinated debt or a combination of subordinated debt and each party will keep common equity (or a related requirement for an increase of $200 million in the other apprised capital of the status of matters relating to completion of the transactions contemplated hereinParent’s Bank). (c) Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the 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 Parent, Subject 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”). Pxxxxx agrees promptly to advise the Company if, at any time prior to the later of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by Parent for the Filing Documents becomes incorrect or incomplete in any material 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 necessary in order to cause the Filing Documents, insofar as they relate to Parent and the 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 Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by the Company for the Filing Documents becomes incorrect or incomplete in any material respect 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, insofar as they relate to the Company and the Company Subsidiaries, to comply with all applicable legal requirements. The Company and Parent 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 Laws relating to the exchange of information, all Filing Documents. (d) Parent and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent or the 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party hereby. (e) The Company shall engage a proxy solicitor reasonably acceptable to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that Parent to assist the receipt Company in obtaining the approval of any such approval will be materially delayedthe Company’s shareholders of the Company Shareholder Matters.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. 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 and Subject Company shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersshareholders. With the Company’s cooperation, Parent shall also use all its 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 Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger), . The Company and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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 laws Laws relating to the exchange of information, all of the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 Parties shall act reasonably and as promptly as practicable. The parties hereto 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 herein. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Company or Parent 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 expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). In furtherance and not in limitation of the foregoing, each of the Company and Parent shall use its reasonable best efforts to, and cause its Subsidiaries to use 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; provided, however, that nothing contained in this Agreement shall require the Company or Parent to take any actions specified in this Section 6.1(b) that would reasonably be expected to constitute or result in a Materially Burdensome Regulatory Condition. (c) Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the 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 Parent, Subject 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”). Parent agrees promptly to advise the Company if, at any time prior to the later of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by Parent for the Filing Documents becomes incorrect or incomplete in any material 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 necessary in order to cause the Filing Documents, insofar as they relate to Parent and the 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 Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by the Company for the Filing Documents becomes incorrect or incomplete in any material respect 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, insofar as they relate to the Company and the Company Subsidiaries, to comply with all applicable legal requirements. The Company and Parent 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 Laws relating to the exchange of information, all Filing Documents. (d) Parent and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent or the 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party hereby. (e) The Company shall engage a proxy solicitor reasonably acceptable to believe that there is Parent to assist the Company in obtaining the approval of the Company’s shareholders of the Company Shareholder Matters. Parent shall engage a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that proxy solicitor reasonably acceptable to the receipt Company to assist Parent in obtaining the approval of any such approval will be materially delayedParent’s shareholders of the Parent Shareholder Matters.

Regulatory Matters. (a) Parent Promptly after the date of this Agreement, IBTX and Subject Company TCBI shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement andStatement, following comment thereon, Parent and IBTX shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. IBTX and TCBI, as applicable, shall use reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement. Each of Parent IBTX and Subject Company TCBI shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filingfilings, and Parent to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Subject Company IBTX and TCBI shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent IBTX shall also use all its 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, and Subject Company TCBI shall furnish all information concerning Subject Company TCBI and the holders of Subject Company Capital TCBI Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and 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 them 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 and Governmental Entities 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 Governmental Entities. Parent IBTX and Subject Company TCBI shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company TCBI or ParentIBTX, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity Entity, including the Joint Proxy Statement, the S-4 and any other filing made 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 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. (c) Parent , and Subject Company shall, upon request, 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 party shall consult with the Joint Proxy Statement, the S-4 other in advance of any meeting or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to conference with any Governmental Entity in connection with the Merger and the other 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, in each case subject to applicable law. As used in this Agreement. , the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders and approvals (dand the expiration or termination of all statutory waiting periods in respect thereof) Parent (i) from the Federal Reserve Board, the FDIC, the Texas Department of Banking and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent (ii) set forth in Section 3.4 or approval is required for consummation of Section 4.4 that are necessary to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger) or those the failure of which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained would reasonably be expected to have, individually or that in the receipt of any such approval will be materially delayedaggregate, a Material Adverse Effect on the Surviving Entity.

Regulatory Matters. (a) Parent Promptly after the date of this Agreement, BancShares and Subject Company CIT shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement andStatement, following comment thereon, Parent and BancShares shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. BancShares and CIT, as applicable, shall use reasonable best efforts to make such filings within thirty (30) days of the date of this Agreement. Each of Parent BancShares and Subject Company CIT shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filingfilings, and Parent to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Subject Company BancShares and CIT shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholders. Parent BancShares shall also use all its 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, and Subject Company CIT shall furnish all information concerning Subject Company CIT and the holders of Subject Company Capital CIT Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and 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 them within thirty (30) 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger, the Second Step Merger, and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent BancShares and Subject Company CIT shall have the right to review for a reasonable period of time in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company CIT or ParentBancShares, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity Entity, including the Joint Proxy Statement, the S-4 and any other filing made 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 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. (c) Parent , and Subject Company shall, upon request, 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 party shall consult with the Joint Proxy Statement, the S-4 other in advance of any meeting or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to conference with any Governmental Entity in connection with the Merger and the other 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, in each case subject to applicable law. As used in this Agreement. , the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders and approvals (dand the expiration or termination of all statutory waiting periods in respect thereof) Parent (i) from FINRA, the Federal Reserve Board or the relevant Federal Reserve Banks acting under delegated authority pursuant to the BHC Act and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent Regulations W and Y, and pursuant to Regulation K and Section 25A of the Federal Reserve Act (to establish an Edge Act corporation to own the foreign subsidiaries of CIT), the FDIC pursuant to the Bank Merger Act and FDI Act, the Antitrust Division of the US Department of Justice, and the North Carolina Commissioner of Banks pursuant to N.C. Gen. Stat. §§ 53C-7-201 to 53C-7-209; and (ii) set forth in Section 3.4 or approval is required for consummation of Section 4.4 that are necessary to consummate the transactions contemplated by this Agreement (including the Merger, the Second Step Merger, and the Bank Merger) or those the failure of which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained would reasonably be expected to have, individually or that in the receipt of any such approval will be materially delayedaggregate, a Material Adverse Effect on BancShares or the Surviving Bank.

Regulatory Matters. (a) Parent and Subject Company shall promptly ICBC shall, as soon as reasonably practicable following the date of this Agreement, prepare and file with the SEC a preliminary version of proxy statement relating to the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with matters to be submitted to the SEC ICBC stockholders at the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after ICBC Stockholders Meeting (such filingproxy statement, and Parent and Subject Company shall thereafter mail any amendments or supplements thereto, the definitive Joint “Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such actionStatement”). (b) The Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Parent ICBC and Subject Company Sovereign 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, all the information relating to Subject Company or ParentICBC and Sovereign, as the case may be, and any of their respective Subsidiaries which appear 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 and 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 completion consummation of the transactions contemplated hereinhereby. (c) Parent Sovereign and Subject Company ICBC shall, upon request, 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 Joint preparation of the Proxy Statement, the S-4 Statement or any other statement, filing, notice or application made by or on behalf of ParentSovereign, Subject Company ICBC or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement, and each of Sovereign and ICBC will promptly correct any such information in the event it becomes materially false or misleading. (d) Parent ICBC and Subject Company Sovereign shall promptly advise furnish each other upon receiving with copies of all written communications received by ICBC and Sovereign, 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedAgreement.

Regulatory Matters. (a) Parent and Subject The Company shall promptly prepare the Proxy Statement and distribute it to the Company’s shareholders, and Parent shall provide in a timely manner any information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to file the Proxy Statement in preliminary form with the SEC a preliminary version within 40 days after the date hereof. If, prior to the Effective Time of the Joint Merger, any event occurs with respect to the Company or Parent or any change occurs with respect to information supplied by Parent for inclusion in the Proxy Statement andthat, following comment thereonin any such case, Parent is required to be described in an amendment of, or supplement to, the Proxy Statement, the Company or Parent, as applicable, shall promptly prepare notify the other of them of such event and file with the SEC parties, and the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts promptly disseminate the information in such amendment or supplement to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such actionits shareholders. (b) The parties hereto Parent and the Company shall reasonably cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger, the Second Merger and the Bank Merger), and . Parent shall use its reasonable best efforts to comply file the applicable applications with the terms OCC and conditions of all such permits, consents, approvals the FRB with respect to the transactions contemplated by this Agreement within 10 business days after the date hereof. The Company and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear 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 and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and and, subject to applicable Laws (including relating to the exchange of information), each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, provided, however, that in no event shall Parent or Parent Bank be required to agree to any prohibition, limitation, or other requirement that would (a) prohibit or materially limit the ownership or operation by Parent or Parent Bank of all or any material portion of the business or assets of the Company or any Company Subsidiary, or (b) compel Parent or Parent Bank to dispose of or hold separate all or any material portion of the business or assets of the Company or any Company Subsidiary (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). (c) Subject to applicable Laws relating to the exchange of information, Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Second Merger and the Bank Merger and the other transactions contemplated by this Agreement. (d) Subject to applicable Laws, Parent and Subject the Company shall promptly furnish each other with copies of written communications received by Parent or the Company, 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 transactions contemplated hereby. Parent and the Company shall reasonably promptly advise each other upon receiving of any communication from significant verbal communications initiated by any Governmental Entity whose consent with respect to the transactions contemplated hereby, subject to applicable Laws and, to the extent reasonably practicable and not prohibited by applicable law or approval is required for objected to by the subject Governmental Entity, Parent and Company will give the other party reasonable opportunity to attend and participate in any meetings or telephone conversations with any Governmental Entity relating to any material issues with respect to the applications described in Section 7.1(b) or consummation of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent BioLite, BioKey, and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall cooperate in preparing and promptly prepare and file cause to be filed with the SEC the Prospectus and the S-4. Parent, in which BioLite and BioKey shall, as promptly as practicable after receipt thereof, provide the definitive Joint Proxy Statement will be included as 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 received from the 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. Each of Parent Parent, BioLite, and Subject Company BioKey shall use all reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, filing and Parent to keep the S-4 effective as long as is necessary to consummate the Mergers and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the other transactions contemplated by this Agreement. At the expense of BioLite, and Subject Company BioLite shall furnish all information concerning Subject Company and mail or deliver the holders Proxy Statement to BioLite’s stockholders as promptly as practicable after the S-4 is declared effective. At the expense of Subject Company Capital Stock BioKey, BioKey shall mail or deliver the Proxy Statement to BioKey’s stockholders as may be reasonably requested in connection with any such actionpromptly as practicable after the S-4 is declared effective. (b) The parties hereto Subject to the other provisions of this Agreement, Parent, BioLite and BioKey shall cooperate with each other and use 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 Bodies which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), Mergers) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinBodies. (c) Parent Parent, BioLite and Subject Company BioKey shall, upon request, furnish each other with all information concerning themselves, their Subsidiariessubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, preparation of the Prospectus on form S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company BioLite, BioKey or any of their respective Subsidiaries to any Governmental Entity Body in connection with the Merger Mergers and the other transactions contemplated by this Agreement. Parent, BioLite and BioKey shall make any necessary filings with respect to the Mergers under the Securities Act and the Exchange Act and the rules and regulations thereunder. (d) Parent and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayed.

Regulatory Matters. (a) Parent Buyer and Subject Company Target shall promptly prepare and file with and, subject to the SEC a preliminary version other Party’s cooperation in the preparation thereof, within 45 days of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and date hereof file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a proxy statement/prospectus. Each of Parent Buyer and Subject Company Target shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 and shall provide the other with copies of all correspondence with the SEC. Each of Buyer and Target shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Buyer and Target (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of Buyer and Target 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, and Parent and Subject Company Target shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent Buyer shall also use all its 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, and Subject Company Target shall furnish all information concerning Subject Company Target and the holders of Subject Company Capital Target Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and within 45 days of the date hereof 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 which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the 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. Parent Target and Subject Company Buyer shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Subject Company Target or ParentBuyer, as the case may be, and any of their respective Subsidiaries which appear 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 Parties shall act reasonably and as promptly as practicable. The parties hereto agree that they will 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 Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinby this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Buyer 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 third parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Target) on either Buyer or Target (a “Materially Burdensome Regulatory Condition”). (c) Parent Each of Buyer and Subject Company Target shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 ParentBuyer, Subject Company Target or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Each of Buyer and Subject Company Target shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party Party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval (as defined below) or Target Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval will may be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. 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 and Subject Company shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject the Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersits shareholders. With the Company’s cooperation, Parent shall also use all its 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, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), . The Company and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 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. (c) Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or and any other statement, filing, notice or application made by or on behalf of Parent, Subject 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. Parent agrees promptly to advise the Company if at any time prior to the Company Shareholders’ Meeting any information provided by Parent for the Proxy Statement becomes incorrect or incomplete in any material 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 necessary in order to cause the Proxy Statement, insofar as it relates to Parent and the Parent Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Parent if at any time prior to the Company Shareholders’ Meeting any information provided by the Company for the Proxy Statement becomes incorrect or incomplete in any material respect 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 Proxy Statement, insofar as it relates to Company and the Company Subsidiaries, to comply with all applicable legal requirements. (d) Parent and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent or the 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent M&T and Subject Company Xxxxxx shall promptly prepare (and file with in any event within 45 days after the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly date hereof) prepare and file with the SEC the S-4Registration Statement, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent M&T and Subject Company Xxxxxx shall use all its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Parent each of M&T and Subject Company Xxxxxx shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersits shareholders. Parent M&T shall also use all its 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, and Subject Company Xxxxxx shall furnish all information concerning Subject Company Xxxxxx and the holders of Subject Company Capital Xxxxxx Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger)Agreement, 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 M&T and M&T Bank, as applicable, shall file applications (i) with the Federal Reserve under the BHC Act and the Bank Merger Act, and (ii) with the New York State Department of Financial Services under applicable laws, in each case no later than twenty (20) Business Days following the date of this Agreement. Parent Xxxxxx and Subject Company M&T shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationlaws, all the information relating to Subject Company Xxxxxx or ParentM&T, as the case may be, and any of their respective Subsidiaries which Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinby 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. (c) Parent Each of M&T and Subject Company Xxxxxx shall, upon request, promptly furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of ParentM&T, Subject Company Xxxxxx or any of their respective Subsidiaries to any Governmental Entity in connection with or in contemplation of the Merger and the other transactions contemplated by this Agreement. Each of M&T and Xxxxxx 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 Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of Xxxxxx’x meeting of its shareholders to consider and vote 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 M&T and Xxxxxx further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Registration Statement or the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Registration Statement or the Joint Proxy Statement. (d) Parent In furtherance and Subject Company not in limitation of the foregoing, each of M&T and Xxxxxx 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 M&T, Xxxxxx and their respective Subsidiaries; provided, however, that nothing contained in this Agreement shall require M&T to take any actions specified in this Section 6.1(d) that would reasonably be likely to have a material and adverse effect on M&T and its Subsidiaries, taken as a whole, giving effect to the Merger (measured on a scale relative to Xxxxxx and its Subsidiaries, taken as a whole) (a “Burdensome Condition”). (e) M&T 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 Xxxxxx’x 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 M&T and Xxxxxx shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which 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 will may be materially delayed.

Regulatory Matters. (a) Parent Purchaser and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated purchase by this Agreement Purchaser of the Preferred Shares and the Rights (including without limitation the Merger), "Investment") and (in the case of the Company) to comply with consummate the terms Offer and conditions of all such permits, consents, approvals the Proxy Solicitation. The Company and authorizations of all such Governmental Entities. Parent and Subject Company 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 relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementInvestment, the Offer or the Proxy Solicitation. 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 and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Investment and, in the case of the Company, the Offer and the Proxy Solicitation and each party will keep the other apprised appraised of the status of matters relating to completion of the transactions contemplated hereinInvestment and, in the case of the Company, the Offer and the Proxy Solicitation. (cb) Parent Purchaser and Subject the Company shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentPurchaser, Subject the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger Investment, the Offer, the Proxy Solicitation and the other transactions contemplated by this Agreement. (dc) Parent Purchaser and Subject the Company shall promptly advise each furnish the other upon receiving with copies of written communications received by them, their 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 communication from of the foregoing to, any Governmental Entity whose consent or approval is required for consummation in respect of the Investment, the Offer, the Proxy Solicitation and the other transactions contemplated by this Agreement (other than in respect of information filed or otherwise submitted confidentially to any such Governmental Entity). (d) Purchaser and the Company shall, and shall cause their Subsidiaries to, use their best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which causes such may be imposed on them or their Subsidiaries with respect to the Investment, the Offer, the Proxy Solicitation and the other transactions contemplated by this Agreement and, subject to the conditions set forth in Article V hereof, to consummate the Investment and (ii) subject to the conditions set forth in Article V hereof, to obtain (and to cooperate with the other party to believe that there obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not required to be obtained by the Company or that Purchaser or any of their respective Subsidiaries in connection with the receipt Investment, the Offer, the Proxy Solicitation and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval. Without limiting the generality of the foregoing, in connection with seeking the regulatory approvals required for the consummation of the Investment, if in Purchaser's reasonable judgment it would be necessary to obtain any required consent, authorization, order or approval of, or exemption by, any Governmental Entity in connection with the Investment, Purchaser shall make "passivity commitments" in customary form as reflected in recent orders of the Federal Reserve Board relating to non-controlling minority investments by bank holding companies in other banks or bank holding companies to all appropriate regulatory authorities except to the extent such approval will commitments would be materially delayedinconsistent with the transactions contemplated hereby.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filing within sixty (60) days of the date of this Agreement. 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 and Subject Company shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent shall promptly provide to the Company copies of all correspondence between it or any of its representatives and the SEC. Parent shall provide the Company and its counsel with appropriate opportunity to review and comment on (i) the S-4 and Proxy Statement, (ii) all amendments and supplements to the S-4 and Proxy Statement and (iii) all responses to requests for additional information and replies to comments, prior to their being filed with, or sent to, the SEC. With the Company’s cooperation, Parent shall also use all its 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 Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) As promptly as practicable following the execution and delivery of this Agreement, Parent shall cause to be prepared and filed all required applications and filings with the Governmental Entities that are necessary or contemplated for the obtaining of their Consents for the consummation of the Merger and the Bank Merger, and the Company shall provide Parent with such information as Parent reasonably requests in connection with the preparation of such applications and filings. The parties shall use reasonable best efforts to make such applications and filings within forty-five (45) days of the date of this Agreement. Such applications and filings shall be in such form as may be prescribed by the respective Governmental Entities and shall contain such information as they may require. The Parties hereto shall will cooperate with each other and use reasonable their best efforts to promptly prepare and file execute all necessary documentation, to effect all applications, notices, petitions necessary or contemplated filings and filings, to obtain as promptly as practicable all necessary or contemplated permits, Consents, rulings and authorizations of Governmental Entities and third parties that are necessary or contemplated to consummate the transactions contemplated by this Agreement. Each of the Parties shall have the right to review and approve in advance any filing made with, or written material submitted to, any government agencies in connection with the transactions contemplated by this Agreement prior to the time such filing or material is filed or submitted. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Company or Parent 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 all third parties and Governmental Entities which are necessary or advisable that would reasonably be expected to consummate have a Material Adverse Effect on the transactions contemplated by this Agreement (including without limitation the Merger)Surviving Corporation and its Subsidiaries, and to comply with the terms and conditions of all such permitstaken as a whole, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company shall have the right to review in advance, and after giving effect to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementMerger (a “Materially Burdensome Regulatory Condition”). In exercising furtherance and not in limitation of the foregoing rightforegoing, each of the parties hereto Company and Parent shall act reasonably use its reasonable best efforts to, and cause its Subsidiaries to use 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 promptly to enable the Closing to occur as practicable. The parties hereto agree soon as possible; provided, however, 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 nothing contained in this Agreement shall require the Company or Parent to take any actions specified in this Section 6.1(b) that would reasonably be expected to constitute or result in a Materially Burdensome Regulatory Condition. For purposes of this Agreement, a Materially Burdensome Regulatory Condition shall not include any regulatory requirement for Parent to raise additional capital in an amount up to $200 million, which capital may consist entirely of subordinated debt or a combination of subordinated debt and each party will keep common equity (or a related requirement for an increase of $200 million in the other apprised capital of the status of matters relating to completion of the transactions contemplated hereinParent’s Bank). (c) Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the 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 Parent, Subject 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”). Xxxxxx agrees promptly to advise the Company if, at any time prior to the later of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by Parent for the Filing Documents becomes incorrect or incomplete in any material 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 necessary in order to cause the Filing Documents, insofar as they relate to Parent and the 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 Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by the Company for the Filing Documents becomes incorrect or incomplete in any material respect 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, insofar as they relate to the Company and the Company Subsidiaries, to comply with all applicable legal requirements. The Company and Parent 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 Laws relating to the exchange of information, all Filing Documents. (d) Parent and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent or the 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party hereby. (e) The Company shall engage a proxy solicitor reasonably acceptable to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that Parent to assist the receipt Company in obtaining the approval of any such approval will be materially delayedthe Company’s shareholders of the Company Shareholder Matters.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applicationsapplications (including applications for the Bank Merger), 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental EntitiesTransactions. Parent and Subject Company Each Party 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 laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear appears in any filing made with, by the other Party or written materials submitted to, by the other Party to any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. The parties hereto 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 Transactions and each party Party will keep the other apprised appraised of the status of matters relating to completion of the transactions contemplated hereinTransactions. The Parties agree that they will use their reasonable best efforts to cause the Closing Date to occur by September 30, 2000. (cb) Parent and Subject Company Each Party shall, upon requestthe request of the other Party, furnish each such other Party with all information concerning themselvesitself, their Subsidiariesits present and former directors and officers, directors, officers and stockholders its shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementTransactions. (dc) Parent and Subject Company Each Party shall promptly advise each furnish the other upon receiving any communication from Party with copies of written communications received from, or delivered to, any Governmental Entity whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedTransactions.

Regulatory Matters. (a) Parent As promptly as practicable after the date of this Agreement, Purchaser and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint 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 Parent Purchaser and Subject Company shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective its stockholders. Parent Purchaser shall also use all its 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, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Common 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) The parties hereto shall cooperate with each other and use their respective 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 which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation 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. Parent Company and Subject Company Purchaser shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationlaws, all the information relating to Subject Company or ParentPurchaser, as the case may be, and any of their respective Subsidiaries which subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, that in no event shall Purchaser be obligated pursuant to this sentence to provide or otherwise disclose to Company any confidential information regarding any of its affiliates. In exercising the foregoing rightrights, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will 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 hereinby 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. (c) Parent Each of Purchaser and Subject Company shall, upon request, furnish each to the other with all information concerning themselvesitself, their Subsidiariesits subsidiaries, directors, officers and 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 ParentPurchaser, Subject 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 subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (1) 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 (2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary 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) Parent In furtherance and Subject 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 each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which 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 will may be materially delayed.

Regulatory Matters. (a) Parent NBC and Subject Company Seasons shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement andStatement/Prospectus, following comment thereon, Parent and NBC shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent NBC and Subject Company Seasons shall use all reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter to mail the definitive Joint Proxy Statement Statement/Prospectus to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinEntities. (c) Parent NBC and Subject Company Seasons shall, upon request, 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 Joint preparation of the Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentNBC, Subject Company Seasons or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Seasons acknowledges and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of agrees that NBC intends to cause Seasons Bank to be merged with and into Cadence at the transactions contemplated by Effective Time. Seasons agrees that its obligations pursuant to this Agreement which causes Section 7.1 include an obligation to use its reasonable best efforts to take all actions necessary to cause the National Bank Merger to be consummated at 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 will be materially delayedtime.

Regulatory Matters. (a) Parent and Subject Company Purchaser shall promptly prepare and file with the SEC a preliminary version of SEC, and Company shall use its commercially reasonable efforts to cooperate in the Joint Proxy Statement andpreparation of, following comment thereon, Parent shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company Purchaser shall use all its commercially reasonable efforts to file the Form S-4 within 60 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 shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersCompany shareholders. Parent Purchaser shall also use all 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 Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock Common Shares as may be reasonably requested in connection with any such action. (b) 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 which 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. Parent Purchaser Bank will prepare and, within 60 days of the date herewith, use commercially reasonable efforts to file an Interagency Bank Merger Act Application with the OCC. Each of Company and Subject Company 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 relating to the exchange of informationLaws, all of the information relating to Subject Company or ParentPurchaser, as the case may be, and any of their its respective Subsidiaries which Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, 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 rightforegoing, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will 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 hereinby 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) Parent Each of Purchaser and Subject Company shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 ParentPurchaser, 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, contain any untrue 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) Parent Each of Purchaser and Subject Company shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which 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 will may be materially delayed.

Regulatory Matters. (a) Parent Acquiror and Subject the Company shall cooperate in preparing and promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file cause to be filed with the SEC the Proxy Statement/Prospectus and the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Acquiror and Subject the Company shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, filing and Parent to keep the Form S-4 effective as long as is necessary to consummate the Merger and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the other transactions contemplated by this Agreement and the Voting Agreement, and Subject the Company shall furnish all information concerning Subject Company mail or deliver the Proxy Statement/Prospectus to its stockholders as promptly as practicable after the Form S-4 is declared effective. Acquiror and the holders Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of Subject Company Capital Stock 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) The parties hereto shall Subject to the other provisions of this Agreement, Acquiror and the Company agree to cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement and the Voting Agreement (including without limitation the Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinEntities. (c) Parent Acquiror and Subject the Company shall, upon request, 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 Joint preparation of the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentAcquiror, Subject 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 and the Voting Agreement. Acquiror and the Company shall make any necessary filings with respect to the Merger under the Securities Act, the Exchange Act and the Advisers Act and the rules and regulations thereunder. (d) Parent Acquiror and Subject the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement and the Voting Agreement 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 will be materially delayeddelayed or conditioned.

Regulatory Matters. (a) Parent Promptly after the date of this Agreement, Wxxxxxx and Subject Company Sterling shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and Wxxxxxx shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filings within thirty (30) business days of the date 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 Wxxxxxx Preferred Stock (or depositary shares in lieu thereof) that will be issued in the transaction. Each of Parent Wxxxxxx and Subject Company Sterling shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filingfilings, and Parent Wxxxxxx and Subject Company Sterling shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholders. Parent Wxxxxxx shall also use all its 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, and Subject Company Sterling shall furnish all information concerning Subject Company Sterling and the holders of Subject Company Capital Sterling Common Stock and Sterling Series A Preferred Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and 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 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 Governmental Entities. Parent Wxxxxxx and Subject Company Sterling shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Sterling or ParentWxxxxxx, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 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. (c) Parent and Subject Company shall, upon request, 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 hereby. Each party shall consult with the Joint Proxy Statement, the S-4 other in advance of any meeting or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to conference with any Governmental Entity in connection with the Merger 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, in each case subject to applicable law. As used in this Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (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. (d) Parent , including the Merger and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent the Bank Merger, or approval is required for consummation those the failure of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained would reasonably be expected to have, individually or that in the receipt of any such approval will be materially delayedaggregate, a Material Adverse Effect on the Surviving Corporation.

Regulatory Matters. (a) Parent MidCity and Subject Company MB shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and MB shall on behalf of NewCo promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent MidCity and Subject Company MB shall use all their commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent MidCity and Subject Company MB shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholders. Parent MB and MidCity shall also use all 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 Subject Company each of them shall furnish all information concerning Subject Company itself and the holders of Subject Company Capital Stock its stockholders as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the MergerMergers), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent MidCity and Subject Company MB shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company MB or ParentMidCity, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent MidCity and Subject Company MB shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentXxxXx, Subject Company XxxXxxx, XX or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger Mergers and the other transactions contemplated by this Agreement. Each of MidCity and MB 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 S-4 will, at the time the 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 the stockholders of the parties and at the time of each stockholders' 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 or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Joint Proxy Statement or any amendment or supplement thereto. Each of MidCity and MB further agrees, if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Joint Proxy Statement to be false or misleading with respect to any material fact or the omission of any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Joint Proxy Statement. (d) Parent MB agrees to cause NewCo to advise MidCity, promptly after NewCo receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of NewCo Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose or of any request by the SEC for the amendment or supplement of the S-4 or for additional information. (e) MidCity and Subject Company MB shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 will be materially delayed.

Regulatory Matters. (a) Parent Buyer and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent Target shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a joint proxy statement/prospectus. Each of Parent Buyer and Subject Company Target shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 and shall provide the other with copies of all correspondence with the SEC. Each of Buyer and Target shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Buyer and Target (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of Buyer and Target 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, and Parent and Subject Company Target shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent Buyer shall also use all its 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, and Subject Company Target shall furnish all information concerning Subject Company Target and the holders of Subject Company Capital Target Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the 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. Parent Target and Subject Company Buyer shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Subject Company Target or ParentBuyer, as the case may be, and any of their respective Subsidiaries which appear 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 Parties shall act reasonably and as promptly as practicable. The parties hereto agree that they will 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 Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinby this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Buyer 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 third parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Target) on either Buyer or Target (a “Materially Burdensome Regulatory Condition”). (c) Parent Each of Buyer and Subject Company Target shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 ParentBuyer, Subject Company Target or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Each of Buyer and Subject Company Target shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party Party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval (as defined below) or Target Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval will may be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. 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 and Subject Company shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and the Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersshareholders. With the Company’s cooperation, Parent shall also use all its 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, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), . The Company and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 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. (c) Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or and any other statement, filing, notice or application made by or on behalf of Parent, Subject 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. Parent agrees promptly to advise the Company if at any time prior to the Company Shareholders’ Meeting or the Parent Shareholders’ Meeting (as defined in Section 6.3) any information provided by Parent for the Proxy Statement becomes incorrect or incomplete in any material 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 necessary in order to cause the Proxy Statement, insofar as it relates to Parent and the Parent Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Parent if at any time prior to the Company Shareholders’ Meeting or Parent Shareholders’ Meeting any information provided by the Company for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Parent with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Purchaser with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Company and the Company Subsidiaries, to comply with all applicable legal requirements. (d) Parent and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent or the 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent The Bank and Subject Target Holding Company shall promptly prepare and file with the SEC FDIC and the SEC, respectively, a preliminary version joint proxy statement for the meetings of their respective shareholders called for the Joint purpose of approving this Agreement (the "Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectusStatement"). Each of Parent the Bank and Subject Target Holding Company shall use all their reasonable best efforts to have the S-4 declared effective under the Securities Act Proxy Statement approved as promptly as practicable after such filing, and Parent and Subject Company each shall thereafter promptly mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such actionits shareholders. (b) The parties hereto shall cooperate with each other and use reasonable their best efforts to promptly prepare and file promptly all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, waivers, approvals and authorizations of all third parties and Governmental Entities governmental entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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, waivers, approvals and authorizations of all third parties and Governmental Entities 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. (c) Parent The Bank and Subject Target Holding Company shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 Statement or any other statement, filing, notice or application made by or on behalf of Parentthe Bank, Subject Target Holding Company or any of their respective Subsidiaries to any Governmental Entity governmental entity in connection with the Merger and the other transactions contemplated by this Agreementhereby. (d) Parent The Bank, on the one hand, and Subject Target Holding Company and Target Bank, on the other hand, shall promptly advise furnish each other upon receiving with copies of written communications received by such party, as the case may be, or any communication from of their respective Subsidiaries from, or (other than confidential information in respect of the Bank) delivered by any Governmental Entity whose consent or approval is required for consummation of the foregoing to, any governmental entity in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent Buyer and Subject Company Seller shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent Buyer shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectuspart of the proxy statement/prospectus included therein. Buyer shall promptly notify Seller upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 and shall provide Seller with copies of all correspondence with the SEC. Each of Parent Buyer and Subject Company Seller shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Buyer and Seller (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of Buyer and Seller 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 Parent Buyer and Subject Company Seller shall thereafter mail or deliver the definitive Joint proxy statement/prospectus including the Proxy Statement to their respective stockholdersSeller’s shareholders. Parent Each of Buyer and Seller shall also use all 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 Subject Company Seller shall furnish all information concerning Subject Company Seller and the holders of Subject Company Capital shares of Seller Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto 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 which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the 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. Parent Seller and Subject Company Buyer shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Subject Company Seller or ParentBuyer, as the case may be, and any of their respective Subsidiaries which appear 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 Parties shall act reasonably and as promptly as practicable. The parties hereto agree that they will 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 Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinby this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Buyer 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 third parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Seller) on either Buyer or Seller (a “Materially Burdensome Regulatory Condition”). (c) Parent Each of Buyer and Subject Company Seller shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 ParentBuyer, Subject Company Seller or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Each of Buyer and Subject Company Seller, and any of their respective Subsidiaries, shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party Party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval (as defined below) or Seller Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval will may be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent ConnectOne shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Greater Xxxxxx shall cooperate with ConnectOne in the preparation of the Proxy Statement to be included within the S-4. Each of Parent Greater Xxxxxx and Subject Company ConnectOne shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company Greater Xxxxxx shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersits shareholders. Parent With Greater Xxxxxx’x cooperation, ConnectOne shall also use all its 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 Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) ConnectOne shall promptly prepare and file with the FDIC, the New Jersey Department and the FRB all applications, notifications and waiver requests required to obtain the approval or nonobjection of the Merger from the FDIC, the New Jersey Department and the FRB. The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), . Greater Xxxxxx and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company ConnectOne 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 laws Laws relating to the exchange of information, all of the information relating to Subject Company Greater Xxxxxx or ParentConnectOne, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 Parties shall act reasonably and as promptly as practicable. The parties hereto 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 herein. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Greater Xxxxxx or ConnectOne 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 expected to have a Material Adverse Effect on ConnectOne and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). In furtherance and not in limitation of the foregoing, each of Greater Xxxxxx and ConnectOne shall use its reasonable best efforts to, and cause its Subsidiaries to use 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; provided, however, that nothing contained in this Agreement shall require Greater Xxxxxx or ConnectOne to take any actions specified in this Section 6.1(b) that would reasonably be expected to constitute or result in a Materially Burdensome Regulatory Condition. (c) Parent ConnectOne and Subject Company Greater Xxxxxx shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy StatementS-4, any filing pursuant to Rule 165 or Rule 425 under the S-4 or Securities Act and any other statement, filing, notice or application made by or on behalf of ParentConnectOne, Subject Company Greater Xxxxxx or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementAgreement (collectively, the “Filing Documents”). ConnectOne agrees promptly to advise Greater Xxxxxx if, at any time prior to the Greater Xxxxxx Shareholders’ Meeting, any information provided by ConnectOne for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Greater Xxxxxx with the information needed to correct such inaccuracy or omission. ConnectOne shall promptly furnish Greater Xxxxxx with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to ConnectOne and the ConnectOne Subsidiaries, to comply with all applicable legal requirements. Greater Xxxxxx agrees promptly to advise ConnectOne if, at any time prior to the Greater Xxxxxx Shareholders’ Meeting, any information provided by Greater Xxxxxx for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide ConnectOne with the information needed to correct such inaccuracy or omission. Greater Xxxxxx shall promptly furnish ConnectOne with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to Greater Xxxxxx and the Greater Xxxxxx Subsidiaries, to comply with all applicable legal requirements. Greater Xxxxxx and ConnectOne 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 Laws relating to the exchange of information, all Filing Documents. (d) Parent ConnectOne and Subject Company Greater Xxxxxx shall promptly advise furnish each other upon receiving with copies of written communications received by ConnectOne or Greater Xxxxxx, 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent and Subject the Company shall promptly prepare and file with the SEC a preliminary version SEC, no later than thirty (30) days after the date of this Agreement, the Joint Proxy Statement and, following comment thereon, and Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject the Company shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, filing and Parent and Subject Company shall thereafter mail or deliver the definitive Joint Proxy Statement to their its respective stockholders. Parent shall also use all its 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, and Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject Company Capital Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), ) and the merger of Company Bank with and into Parent Bank (the “Bank Merger”) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) days after the date of this Agreement, Parent and Subject the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval and any approvals required for the Bank Merger 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 commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and the Company shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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. 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 or confidential supervisory information filed under a claim of confidentiality. 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 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. 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 Subject the 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, including with respect to obtaining the Requisite Regulatory Approvals, 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, the Company and their respective Subsidiaries. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or the Company to take, or agree to take, any action or agree to any condition or restriction, in connection with the grant of a Requisite Regulatory Approval, that would be more likely than not to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (measured on a scale relative to the Company and its Subsidiaries, taken as a whole) (the “Materially Burdensome Regulatory Condition”). (d) Parent and the Company shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject 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 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 S-4 will, at the time the 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 the respective stockholders of the Company or Parent and at the time of the Company’s or Parent’s meeting of its respective stockholders to consider and vote upon adoption 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 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 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 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 S-4 or the Joint Proxy Statement. (de) Parent and Subject the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 will be materially delayed.

Regulatory Matters. (a) Parent Banc One and Subject Company FUSA shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and Banc One shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Banc One and Subject Company FUSA shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Banc One and Subject Company FUSA shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholders. Parent Banc One shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company FUSA shall furnish all information concerning Subject Company FUSA and the holders of Subject Company FUSA Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use reasonable their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent Banc One and Subject Company FUSA shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company FUSA or ParentBanc One, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent Banc One and Subject Company FUSA shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentBanc One, Subject Company FUSA or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Banc One and Subject Company FUSA shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined belowin Section 7.1(c)) will not be obtained or that the receipt of any such approval will be materially delayed.

Regulatory Matters. (a) Parent and Subject Company The parties hereto shall promptly prepare cooperate with each other in the preparation and file with filing of Buyer's Registration Statement and the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with relating to the SEC the S-4, in which the definitive Joint Proxy Statement will meeting of shareholders of Seller to be included as a prospectusheld pursuant to Section 5.2 of this Agreement. Each of Parent Buyer and Subject Company Seller shall use all its reasonable best efforts to have Buyer's Registration Statement and the S-4 declared effective under the Securities Act Proxy Statement approved for mailing in definitive form as promptly as practicable after such filing, and Parent and Subject Company thereafter Seller shall thereafter promptly mail to its shareholders the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such actionStatement. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within thirty (30) 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), Agreement. Buyer and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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 laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear appears in any 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. 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 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 March 1, 2002. (c) Parent Buyer and Subject Company Seller shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directorsdirectors and officers, officers and stockholders the shareholders of Seller and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentBuyer, Subject Company Buyer Bank, Seller or any of their respective Subsidiaries Seller Bank to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreementhereby. (d) Parent Buyer and Subject Company Seller shall promptly advise furnish each other upon receiving with copies of written communications received by Buyer or Seller, 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent Cowlitz and Subject Company Northern shall promptly prepare and file with the FDIC and SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare Statement/Prospectus and file with the SEC the S-4, in which the definitive Joint Proxy Statement Statement/Prospectus will be included as a prospectus. Each of Parent Cowlitz and Subject Company Northern shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Northern and Subject Company Cowlitz shall thereafter mail the definitive Joint Proxy Statement Statement/Prospectus to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinEntities. (c) Parent Cowlitz and Subject Company Northern shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentCowlitz, Subject Company Northern or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger merger and the other transactions contemplated by this Agreement. (d) Parent Cowlitz and Subject Company Northern shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 8.1(c) below) will not be obtained or that the receipt of any such approval will be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall As promptly prepare and file as practicable following the date of this Agreement (but in no event later than ten (10) days following the first public filing of a registration statement relating to an initial public offering of PHC Common Stock), PHC, with the SEC a preliminary version assistance and cooperation of the Joint Proxy Statement andMBI, following comment thereon, Parent shall promptly prepare and file with the SEC the Form S-4, and, if not included in which the definitive Joint Form S-4, a Form S-8, together with the Proxy Statement which will be included in Form S-4, which shall provide for the registration of the shares to the PHC Common Stock to be issued as a prospectusresult of the Merger, and upon the exercise of the MBI Stock Options to be assumed by PHC pursuant to the terms of this Agreement. Each of Parent PHC and Subject Company MBI shall use all its reasonable best efforts to respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the Form S-4 or any related matters. Each of MBI and PHC shall use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement; provided that each of MBI and PHC shall use its reasonable best efforts to ensure that the Form S-4 is not declared effective prior to the consummation of the initial public offering of PHC Common Stock. Upon the Form S-4 being declared effective, PHC and Parent and Subject Company MBI shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent PHC shall also use all 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, and Subject Company MBI shall furnish all information concerning Subject Company MBI and the holders of Subject Company Capital MBI Common Stock as may be reasonably requested in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to MBI or PHC, or any of their respective affiliates, directors or officers, should be discovered by MBI or PHC that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to PHC’s and MBI’s shareholders. (b) In addition to their obligations pursuant to Section 6.1(a), MBI and PHC shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide each other with copies of any such filings. PHC and MBI shall advise the other Party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of PHC Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC’s staff and each Party’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of MBI and PHC, which approval shall not be unreasonably withheld, conditioned or delayed. (c) Subject to the terms and conditions set forth in this Agreement, PHC and MBI shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the conditions precedent to the obligations of MBI (in the case of PHC) or PHC (in the case of MBI) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, waivers, consents, authorizations, permits, TABLE OF CONTENTS​ orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The parties hereto Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file file, and cause their respective Subsidiaries 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 which 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. Parent In furtherance (but not in limitation) of the foregoing, PHC shall, and Subject Company shall cause Professional Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the FRB, the Florida Office of Financial Regulation (the “OFR”), the FDIC and applicable state banking agencies within forty-five (45) days of the date hereof. MBI and PHC shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Subject Company MBI or ParentPHC, as the case may be, and any of their respective Subsidiaries which Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. The parties hereto agree that they will 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 Agreement, and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinby this Agreement. The Parties shall promptly deliver to each other copies of all filings, orders and material correspondence to and from all Governmental Entities in connection with the transactions contemplated by this Agreement. (cd) Parent Each of PHC and Subject Company MBI shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 ParentPHC, Subject Company MBI or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the or any other transactions contemplated by this Agreement. (de) Parent Each of PHC and Subject Company MBI shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party 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 will may be materially delayed. Without limiting the foregoing, each Party shall, to the extent permitted by applicable law, promptly advise the other of the receipt of any substantive communication from a Governmental Entity with respect to the transactions contemplated hereby and cooperate with the other in preparing any response thereto. (f) Notwithstanding the obligations of PHC in this Section 6.1 or anything in this Agreement to the contrary, in no event shall PHC be required in connection with obtaining any Requisite Regulatory Approval to agree to any condition or restriction or take any action that would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, taken as a whole, after giving effect to the Merger (each of the foregoing referred to as a “Materially Burdensome Regulatory Condition”).

Regulatory Matters. (a) Parent and Subject Company The Parties shall promptly prepare cooperate with each other in the preparation and file with the SEC a preliminary version mailing of the Joint Proxy Statement and, following comment thereon, Parent relating to the meeting of shareholders of Seller and thereafter Seller shall promptly prepare and file with mail to its shareholders the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such actionStatement. (b) The parties hereto Parties shall cooperate with each other and use their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental EntitiesTransactions. Parent and Subject Company Each Party 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 laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear appears in any filing made by the other Party with, or written materials submitted toby the other Party, to any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto Party shall act reasonably and as promptly as practicable. The parties hereto 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 Transactions and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinTransactions. The Parties agree that they will use their reasonable best efforts to cause the Closing Date to occur on, or before, June 30, 2004. (c) Parent and Subject Company Each Party shall, upon request, furnish each the other Party with all information concerning themselvesitself, their its Subsidiaries, directorsdirectors and officers, officers and stockholders the shareholders of Seller and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company any Party or any of their respective its Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementTransactions. (d) Parent and Subject Company Each Party shall promptly advise each furnish the other upon receiving Party with copies of written communications received by it or any communication from of its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedTransactions.

Regulatory Matters. (a) Parent Citizens and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent Republic shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Citizens and Subject Company Republic shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Citizens and Subject Company Republic shall thereafter mail or deliver the definitive Joint Proxy Statement to their its respective stockholdersshareholders. Parent Citizens shall file the opinion described in Section 7.3(c) on a post-effective amendment to the Form S-4. Citizens shall also use all its 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, and Subject Company Republic shall furnish all information concerning Subject Company Republic and the holders of Subject Company Capital Republic Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or Governmental Entities. Parent Republic and Subject Company Citizens shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Subject Company Republic or ParentCitizens, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinby this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Citizens 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 expected to have a material adverse effect (measured on a scale relative to Republic) on either Citizens or Republic (a "MATERIALLY BURDENSOME REGULATORY CONDITION"). (c) Parent Each of Citizens and Subject Company Republic shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 ParentCitizens, Subject Company Republic or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Each of Citizens and Subject Company Republic shall promptly advise each the other upon receiving any communication from any Regulatory Agency or Governmental Entity whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Citizens Requisite Regulatory Approval (as defined below) or Republic Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval will may be materially delayed. (e) Republic shall cooperate with such reasonable requests as may be made by Citizens with respect to any post-Closing reorganization of Citizens's and Republic's Subsidiaries, including filing prior to the Closing such applications with Regulatory Agencies or Governmental Entities as may be necessary or desirable in connection with any such reorganization.

Regulatory Matters. (a) Parent Purchaser and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement Statement-Prospectus will be included as a prospectuspromptly as practicable after the Agreement Date (but in no event later than 60 days following the Agreement Date). Each of Parent Purchaser and Subject Company shall use all its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company BFHI shall thereafter mail or deliver the definitive Joint Proxy Statement Statement-Prospectus to their respective stockholdersits shareholders. Parent Purchaser shall also use all its commercially reasonable best efforts to obtain all necessary state securities law or "Blue Sky" “blue sky” permits and approvals required to carry out the transactions contemplated by this AgreementContemplated Transactions, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital BFHI Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentationdocumentation as promptly as practicable after the Agreement Date (but in no event later than 60 days following the Agreement Date), 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 which Authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation Contemplated Transactions as soon as possible, and in any event no later than December 31, 2014, to the Merger)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 EntitiesAuthorities. Parent Company and Subject Company Purchaser shall have the right to review in advanceadvance and, and to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationlaws, all the non-confidential information relating to Subject Company or ParentPurchaser (excluding any confidential financial information relating to individuals), as the case may be, and any of their respective Subsidiaries which Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this AgreementContemplated Transactions. 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 shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Contemplated Transactions and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinContemplated Transactions. Each party shall consult with the other in advance of any meeting or conference with any Governmental Authority in connection with the Contemplated Transactions and to the extent permitted by such Governmental Authority, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (c) Parent Each of Purchaser and Subject Company shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement-Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentPurchaser, Subject Company or any of their respective Subsidiaries to any Governmental Entity Authority in connection with the Merger and the other transactions contemplated Contemplated Transactions. 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-Prospectus and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of Company’s meeting of its shareholders to consider and vote 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 Proxy Statement-Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement-Prospectus. (d) Parent In furtherance and Subject not in limitation of the foregoing, each of Purchaser and Company shall use its commercially 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 and resolve any questions or issues raised by any Governmental Authority so as to enable the Closing to occur as soon as possible, and in any event no later than March 31, 2015, including, without limitation, making expenditures and incurring costs, raising capital, divesting or otherwise disposing of businesses or assets of Purchaser, Company and their respective Subsidiaries, effecting the dissolution, internal merger or consolidation of Subsidiaries of Purchaser or Company effective upon the Effective Time, or enhancing internal controls (including by increasing staffing levels and external hires). (e) Each of Purchaser and Company shall promptly advise each the other upon receiving any communication from any Governmental Entity whose Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which Contemplated Transactions 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 will may be materially delayed.

Regulatory Matters. (a) Parent Pinnacle and Subject Company CB shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and Pinnacle shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Pinnacle and Subject Company CB shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Pinnacle and Subject Company CB shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholders. Parent Pinnacle shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company CB shall furnish all information concerning Subject Company CB and the holders of Subject Company Capital CB Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use reasonable their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent Pinnacle and Subject Company CB shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Pinnacle or ParentCB, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent Pinnacle and Subject Company CB shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentPinnacle, Subject Company CB or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Pinnacle and Subject Company CB shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayed.

Regulatory Matters. (a) Parent and Subject the Company shall promptly prepare and file with the SEC a preliminary version SEC, no later than thirty (30) days after the date of this Agreement, the Joint Proxy Statement and, following comment thereon, and Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be -41- included as a prospectus. Each of Parent and Subject the Company shall use all its reasonable best efforts to have the S-4 S‑4 declared effective under the Securities Act as promptly as practicable after such filing, filing and Parent and Subject Company shall thereafter mail or deliver the definitive Joint Proxy Statement to their its respective stockholders. Parent shall also use all its 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, and Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject Company Capital Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), ) and the merger of Company Bank with and into Parent Bank (the “Bank Merger”) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) days after the date of this Agreement, Parent and Subject the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval and any approvals required for the Bank Merger 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 commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and the Company shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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. 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 or confidential supervisory information filed under a claim of confidentiality. 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 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. 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 Subject the 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, including with respect to obtaining the Requisite Regulatory Approvals, 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, the Company and their respective Subsidiaries. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or the Company to take, or agree to take, any action or agree to any condition or restriction, in connection with the grant of a Requisite Regulatory Approval, that would be more likely than not to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (measured on a scale relative to the Company and its Subsidiaries, taken as a whole) (the “Materially Burdensome Regulatory Condition”). (d) Parent and the Company shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject 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 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 S-4 will, at the time the 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 the respective stockholders of the Company or Parent and at the time of the Company’s or Parent’s meeting of its respective stockholders to consider and vote upon adoption 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 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 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 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 S-4 or the Joint Proxy Statement. (de) Parent and Subject the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 will be materially delayed.

Regulatory Matters. (a) Parent NBC and Subject Company SunCoast shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement andStatement/Prospectus, following comment thereon, Parent and NBC shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent NBC and Subject Company SunCoast shall use all reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter to mail the definitive Joint Proxy Statement Statement/Prospectus to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), ) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinEntities. (c) Parent NBC and Subject Company SunCoast shall, upon request, 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 Joint preparation of the Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentNBC, Subject Company SunCoast or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent SunCoast acknowledges and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent agrees that NBC intends to cause SunCoast Bank to be merged with and into Cadence at or approval is required for consummation of immediately following the transactions contemplated by Effective Time. SunCoast agrees that its obligations pursuant to this Agreement which causes Section 7.1 include an obligation to use its reasonable best efforts to take all actions necessary to cause the National Bank Merger to be consummated at 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 will be materially delayedtime.

Regulatory Matters. (a) Parent and Subject the Company shall reasonably promptly prepare and shall use their commercially reasonable efforts to file with the SEC a preliminary version SEC, within forty-five (45) days of the Joint Proxy Statement anddate of this Agreement, following comment thereon, Parent shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement and a prospectus will be included as a prospectusincluded. Each of Parent and Subject the Company shall use all its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject the Company shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersits shareholders. Parent shall also use all its reasonable best efforts to obtain all necessary state securities law Law or "Blue Sky" “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject the Company Capital Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall reasonably 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 which that are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement (including without limitation the 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. Parent shall use its commercially reasonable efforts to make all initial requisite regulatory filings within thirty (30) days of this Agreement (other than any notice to the Federal Reserve under its regulations, which will be filed in accordance with the timing contemplated by such regulations or the request of the staff of the Federal Reserve). The Company and Subject Company Parent shall have the right to review in advanceadvance and, and to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws Laws, all the non-confidential information relating to the exchange of information, all the Company or Parent (excluding any confidential financial information relating to Subject Company or Parentindividuals), as the case may be, and any of their respective Subsidiaries which Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 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 and the other transactions contemplated hereinby this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (c) Each of Parent and Subject the Company shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 Parent, Subject 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. Each of Parent and the Company agrees, as to itself (and its Subsidiaries in the case of Parent), 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’s meeting of its shareholders to consider and vote 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 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 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. (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 or Citizens Business Bank (measured on a scale relative to 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, Citizens Business Bank or any of their respective Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) (a “Materially Burdensome Regulatory Condition”). (e) Each of Parent and Subject the Company shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the Merger and the other transactions contemplated by this Agreement which 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 will may be materially delayed.

Regulatory Matters. (a) Parent and Subject Company The parties hereto shall promptly prepare cooperate with each other in the preparation and file with the SEC a preliminary version filing of the Joint Form S-1, the Prospectus and the Proxy Statement andStatements relating to the meetings of shareholders of the Company and the Members of Citizens to be held pursuant to Section 5.2 of this Agreement (the "Company Proxy Statement" and the "Citizens Proxy Statement," respectively) under the Securities Act and the Exchange Act, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectusapplicable. Each of Parent the Holding Company, Citizens and Subject the Company shall use all its reasonable best efforts to have the S-4 Form S-1 declared effective under the Securities Act and the Company Proxy Statement approved for mailing in definitive form under the Exchange Act as promptly as practicable after such filingfilings and the receipt of conditional approval of the Application for Conversion by the OTS, and Parent and Subject thereafter the Company shall thereafter promptly mail to its shareholders the definitive Joint Company Proxy Statement and Prospectus and Citizens shall promptly mail, or in the case of the Prospectus make available, to their respective stockholdersits Members the Citizens Proxy Statement and the Prospectus. Parent The Holding Company also shall also use all its 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, issuance of Holding Company Common Stock in connection with the Merger and Subject the Conversion. The Company shall furnish all information concerning Subject the Company and the holders of Subject the Company Capital Common Stock as may be reasonably requested in connection with any such actionof the foregoing actions. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Conversion, the Merger and the Bank Merger), . Citizens and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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 laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear appears in any 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. 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 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. (c) Parent Citizens and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors, directors and officers and stockholders shareholders of the Company and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 Form S-1 or any other statement, filing, notice or application made by or on behalf of ParentCitizens, Subject the Holding Company, the Company or any of their respective Subsidiaries the Bank to any Governmental Entity in connection with the Conversion, the Merger, the Bank Merger and the other transactions contemplated by this Agreementhereby. (d) Parent Citizens and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Citizens or the 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent and Subject the Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement andStatement, following comment thereon, and Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject the Company shall use all their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject the Company shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent shall also use all its 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, and Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject Company Capital Common Stock as may be reasonably requested by Parent in connection with any such action. (b) The parties hereto shall cooperate with each other and use their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation 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 Governmental Entities. Parent and Subject the Company shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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 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 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. (c) In furtherance and not in limitation of the foregoing, each of Parent and Subject the 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 materially 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, the Company and their respective Subsidiaries. (d) Notwithstanding the foregoing or anything to the contrary contained in this Agreement, under no circumstances shall Parent be required, and the Company and its Subsidiaries shall not be permitted (without Parent’s written consent), to (i) take any action, or commit to take any action, or agree to any condition, restriction, prohibition, limitation or requirement in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would prohibit or materially limit the ownership or operation of the business or assets of the Company, materially limit the business conducted by Parent or any Parent Subsidiary or compel any of them to dispose of or hold separate any material portion of the business or assets of the Company or would reasonably be expected to have a material and adverse effect on Parent, the Surviving Corporation and their respective Subsidiaries, taken as a whole (measured on a scale relative to the Company and its Subsidiaries, taken as a whole), or the Company and its Subsidiaries, taken as a whole, in each case after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”) or (ii) agree to any Loss Share Agreement Condition; provided that, if requested by Parent, then the Company and its Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, prohibition, limitation or requirement, so long as such action, commitment, agreement, condition or restriction is binding on the Company and its Subsidiaries only in the event the Closing occurs. (e) Parent and the Company shall, upon request, promptly furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the Bank Merger and the other transactions contemplated by this Agreement. (df) Parent and Subject the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 will be obtained subject to a Materially Burdensome Regulatory Condition, or that the receipt of any such approval will be materially delayed.

Regulatory Matters. (a) Parent and Subject the Company shall promptly prepare and file with the SEC a preliminary version SEC, no later than thirty (30) business days after of the date of this Agreement, the Joint Proxy Statement and, following comment thereon, and Parent shall promptly prepare and file with the SEC the S-4S‑4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject the Company shall use all its reasonable best efforts to have the S-4 S‑4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company and Parent and Subject Company shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent shall also use all its 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, and Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject Company Capital Common Stock as may be reasonably requested in connection with any such action. The parties shall cooperate with each other in connection with the preparation and filing of the Joint Proxy Statement, including the furnishing of any information as promptly as reasonably practicable. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities 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 and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and Subject the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information as promptly as reasonably practicable and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and the Company shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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. 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. 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 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. (c) Parent and Subject Company shall, upon request, 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 . Each party shall consult with the Joint Proxy Statement, the S-4 other in advance of any meeting or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to conference with any Governmental Entity in connection with the Merger and the other 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. (dc) In furtherance and not in limitation of the foregoing, each of Parent and Subject the Company shall promptly advise each 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 upon receiving any communication from any Governmental Entity whose consent order, whether temporary, preliminary or approval is required for consummation of permanent, that would restrain, prevent or delay the transactions contemplated by this Agreement 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 will be materially delayed.Closing, and

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent BUYER shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company BUYER shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject the Company shall thereafter mail or deliver the definitive Joint Proxy Statement prospectus included in the Form S-4 to their respective its stockholders. Parent BUYER shall also use all its 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 Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto . Notwithstanding the foregoing, in no event shall cooperate BUYER be required to file the Form S-4, or cause it to become effective, unless and until it has been provided with each other all financial statements of the Company required to be included therein, in form and substance satisfactory to BUYER together with all consents to the use reasonable best efforts thereof required to promptly prepare complete the filing and file all necessary documentation, effectiveness of the Form S-4. BUYER agrees to effect all applications, notices, petitions and filings, keep the Company informed as to obtain as promptly as practicable all permits, consents, approvals and authorizations the status of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), Form S-4 and to comply advise the Company, promptly after BUYER receives notice, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. BUYER shall provide the Company with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company shall have the right reasonable opportunity to review in advance, and to comment on the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may beForm S-4, and any of their respective Subsidiaries which appear in any amendment thereto, before filing made with, or written materials submitted to, any third party or any Governmental Entity in connection such document with the transactions contemplated by this Agreement. In exercising the foregoing rightSEC, 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 permitsPROVIDED, 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. (c) Parent and Subject Company shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayedultimate editorial control over the Form S-4 shall remain with BUYER.

Regulatory Matters. (a) Parent FleetBoston and Subject Company Summit shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and FleetBoston shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent FleetBoston and Subject Company Summit shall use all their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company Summit shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective its stockholders. Parent FleetBoston shall also use all its 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, and Subject Company Summit shall furnish all information concerning Subject Company Summit and the holders of Subject Company Summit Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation 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 Governmental Entities. Parent FleetBoston and Subject Company Summit shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Summit or ParentFleetBoston, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent FleetBoston and Subject Company Summit shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentFleetBoston, Subject Company Summit or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent FleetBoston and Subject Company Summit shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 will be materially delayed.

Regulatory Matters. (a) Parent and Subject Company shall As promptly prepare and file as practicable following the date of this Agreement (but in no event later than ten (10) days following the first public filing of a registration statement relating to an initial public offering of PHC Common Stock), PHC, with the SEC a preliminary version assistance and cooperation of the Joint Proxy Statement andMBI, following comment thereon, Parent shall promptly prepare and file with the SEC the Form S-4, and, if not included in which the definitive Joint Form S-4, a Form S-8, together with the Proxy Statement which will be included in Form S-4, which shall provide for the registration of the shares to the PHC Common Stock to be issued as a prospectusresult of the Merger, and upon the exercise of the MBI Stock Options to be assumed by PHC pursuant to the terms of this Agreement. Each of Parent PHC and Subject Company MBI shall use all its reasonable best efforts to respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the Form S-4 or any related matters. Each of MBI and PHC shall use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement; provided that each of MBI and PHC shall use its reasonable best efforts to ensure that the Form S-4 is not declared effective prior to the consummation of the initial public offering of PHC Common Stock. Upon the Form S-4 being declared effective, PHC and Parent and Subject Company MBI shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent PHC shall also use all 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, and Subject Company MBI shall furnish all information concerning Subject Company MBI and the holders of Subject Company Capital MBI Common Stock as may be reasonably requested in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to MBI or PHC, or any of their respective affiliates, directors or officers, should be discovered by MBI or PHC that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to PHC’s and MBI’s shareholders. (b) In addition to their obligations pursuant to Section 6.1(a), MBI and PHC shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide each other with copies of any such filings. PHC and MBI shall advise the other Party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of PHC Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC’s staff and each Party’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of MBI and PHC, which approval shall not be unreasonably withheld, conditioned or delayed. (c) Subject to the terms and conditions set forth in this Agreement, PHC and MBI shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the conditions precedent to the obligations of MBI (in the case of PHC) or PHC (in the case of MBI) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The parties hereto Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file file, and cause their respective Subsidiaries 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 which 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. Parent In furtherance (but not in limitation) of the foregoing, PHC shall, and Subject Company shall cause Professional Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the FRB, the Florida Office of Financial Regulation (the “OFR”), the FDIC and applicable state banking agencies within forty-five (45) days of the date hereof. MBI and PHC shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Subject Company MBI or ParentPHC, as the case may be, and any of their respective Subsidiaries which Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. The parties hereto agree that they will 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 Agreement, and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinby this Agreement. The Parties shall promptly deliver to each other copies of all filings, orders and material correspondence to and from all Governmental Entities in connection with the transactions contemplated by this Agreement. (cd) Parent Each of PHC and Subject Company MBI shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 ParentPHC, Subject Company MBI or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the or any other transactions contemplated by this Agreement. (de) Parent Each of PHC and Subject Company MBI shall promptly advise each the other upon receiving any communication from any Governmental Entity whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party 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 will may be materially delayed. Without limiting the foregoing, each Party shall, to the extent permitted by applicable law, promptly advise the other of the receipt of any substantive communication from a Governmental Entity with respect to the transactions contemplated hereby and cooperate with the other in preparing any response thereto. (f) Notwithstanding the obligations of PHC in this Section 6.1 or anything in this Agreement to the contrary, in no event shall PHC be required in connection with obtaining any Requisite Regulatory Approval to agree to any condition or restriction or take any action that would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, taken as a whole, after giving effect to the Merger (each of the foregoing referred to as a “Materially Burdensome Regulatory Condition”).

Regulatory Matters. (a) Parent and Subject the Company shall promptly prepare and file with the SEC a preliminary version SEC, no later than thirty (30) business days after of the date of this Agreement, the Joint Proxy Statement and, following comment thereon, and Parent shall promptly prepare and file with the SEC the S-4S‑4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject the Company shall use all its reasonable best efforts to have the S-4 S‑4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company and Parent and Subject Company shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent shall also use all its 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, and Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject Company Capital Common Stock as may be reasonably requested in connection with any such action. The parties shall cooperate with each other in connection with the preparation and filing of the Joint Proxy Statement, including the furnishing of any information as promptly as reasonably practicable. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities 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 and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and Subject the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information as promptly as reasonably practicable and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and the Company shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject the Company or Parent, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear 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. 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. 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 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. 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 Subject the 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, the Company and their respective Subsidiaries. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or the Company or their respective Subsidiaries to take, or agree to take, any actions specified in this Section 6.1 that, individually or in the aggregate, 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 (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 each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 S‑4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject 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. (de) Parent and Subject the Company shall promptly promptly, but in no event later than one (1) business day thereafter, advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which 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 will be materially delayed.

Regulatory Matters. (a) Parent The Parties shall promptly cooperate with each other in the preparation and Subject filing by the Company of the Proxy Statement (which shall contain the recommendations of the Company's Board of Directors required by Section 5.02) with the SEC and after the SEC has cleared the Proxy Statement, the Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective its stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file as promptly as is reasonably practicable, all necessary documentation, to effect all applicationsapplications (including applications of Parent), 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger)OTS, the OCC and to comply with the terms and conditions Federal Reserve Bank of all such permits, consents, approvals and authorizations of all such Governmental EntitiesSan Francisco. Parent and Subject the Company shall have the right to review in advance, and and, to the extent practicable practicable, each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear appears in any filing made with, by the other Party or written materials submitted to, by the other Party 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 Parties shall act reasonably and as promptly as practicable. The parties hereto 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 the completion of the transactions contemplated herein. The Parties agree that they will use their reasonable best efforts to cause the Closing Date to occur by November 30, 2003. (c) Parent and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiariesrespective present and former directors and officers, directors, officers and the stockholders of the Company and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject First National Bank of Arizona, First National Bank of Nevada, the Company or any of their respective Subsidiaries FirstBank to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreementhereby. (d) Parent and Subject the Company shall promptly advise furnish each other upon receiving any communication from with copies of written communications received from, or delivered to, any Governmental Entity whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as As promptly as practicable after such filing, following the execution and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by delivery of this Agreement, the Purchaser shall cause to be prepared and Subject Company filed all required applications and filings with the Board of Governors of the Federal Reserve System (the “FRB”), and shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use reasonable best efforts to promptly obtain any consents from the FRB, which are necessary for consummation of the purchase of the Second Closing Shares at the Second Closing. Such applications and filings shall be in such form as may be prescribed by the FRB and shall contain such information as the FRB may require. The Corporation will cooperate with the Purchaser and the Purchaser shall use its reasonable best efforts to prepare and file execute all necessary documentation, to effect all applications, notices, petitions necessary or contemplated filings and filings, to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all third parties and Governmental Entities the FRB or the Virginia Bureau of Financial Institutions which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement (including without limitation the Merger“Regulators”), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company The Corporation shall have the right to review and approve in advance, and to the extent practicable each will consult the other onwhich approval shall not be unreasonably withheld, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials material submitted to, any third party or any Governmental Entity government agencies 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 promptly furnish each other with copies of written communications received by them, or delivered by them to, any governmental body in 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 hereinhereby. (cb) Parent As a condition to each party’s obligation to consummate the purchase and Subject Company shallsale of the Second Closing Shares at the Second Closing, upon requestall necessary consents of the Regulators shall have been obtained and all notice and waiting periods required by law to pass shall have passed, furnish each other with and 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries conditions to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement Second Closing set forth in any consent of the Regulators shall have been satisfied and such approvals shall not have imposed any condition or requirement on the Corporation which causes such party would so materially adversely impact the economic or business benefits of the transaction as to believe that there is a render inadvisable the consummation of the transaction in the reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that opinion of the receipt board of any such approval will be materially delayeddirectors of the Corporation.

Regulatory Matters. (a) Parent The Company and Subject Company Buyer shall promptly prepare and file with the SEC a preliminary version of and the FDIC the Joint Proxy Statement andStatement/Prospectus, following comment thereon, Parent and Buyer shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Buyer and Subject the Company shall use all reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter to mail the definitive Joint Proxy Statement Statement/Prospectus to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The Subject to subsection (e) below, the parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, filings and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and or Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), Agreement. The Company and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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, all the information relating to Subject the Company or ParentBuyer, as the case may be, and any and, in the case of their respective Subsidiaries which appear Buyer, Buyer Sub, 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 and 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 completion consummation of the transactions contemplated hereinhereby. (c) Parent Buyer and Subject the Company shall, upon request, 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 Joint Proxy Statement, /Prospectus and the S-4 or any other statement, filing, notice or application made by or on behalf of ParentBuyer, Subject 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. (d) Parent Buyer and Subject the Company shall promptly advise cooperate to keep each other upon receiving reasonably apprised of material written communications received by Buyer or Buyer Sub, on the one hand, or the Company, on the other hand, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party Agreement, in each case to believe that there is a the extent permitted by law. (e) Buyer hereby agrees to use its reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that best efforts to file all state, federal and foreign regulatory applications and notices required to consummate the receipt of any such approval will be materially delayedMerger no later than the twentieth business day following the date hereof.

Regulatory Matters. (ai) Parent Bank and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent Buyer BHC shall promptly prepare and file with the SEC the Proxy Statement and Buyer BHC shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Bank and Subject Company Buyer BHC shall use all their reasonable best efforts in consultation with their respective legal counsel to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company Bank shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersits shareholders. Parent Buyer BHC shall also use all its 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, and Subject Company Bank shall furnish all information concerning Subject Company Bank and the holders of Subject Company Bank Capital Stock as may be reasonably requested in connection with any such action. If at any time prior to or after the Effective Time any information relating to either of the parties, or their respective affiliates, officers or directors, should be discovered by either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated or made available on the SEC’s XXXXX database to the shareholders of Bank. (bii) The parties hereto shall cooperate with each other and use their 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 governmental entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entitiesgovernmental entities. Parent Bank and Subject Company Buyer BHC shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Buyer BHC or ParentBank, as the case may be, and any of their respective Subsidiaries subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity 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 and Governmental Entities 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. (ciii) Parent Each of Bank and Subject Company Buyer BHC shall, upon request, furnish each to the other with all information concerning themselvesitself, their Subsidiariesits subsidiaries, directors, officers and stockholders 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 ParentBank, Subject Company Buyer BHC or any of their respective Subsidiaries subsidiaries to any Governmental Entity governmental entity in connection with the Merger and the other transactions contemplated by this Agreement. (div) Parent Each of Bank and Subject Company Buyer BHC shall promptly advise each the other upon receiving any communication from any Governmental Entity governmental entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) required governmental or other regulatory approvals will not be obtained or obtained, that the receipt of any such approval will be materially delayeddelayed or that non-customary or burdensome conditions or post-closing requirements might be imposed on any such required governmental or other regulatory approvals. (v) Buyer BHC and Bank shall promptly furnish each other with copies of written communications received by Buyer BHC and Bank, as the case may be, or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental entity in respect of the transactions contemplated by this Agreement.

Regulatory Matters. (a) Parent Citizens and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent Republic shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Citizens and Subject Company Republic shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Citizens and Subject Company Republic shall thereafter mail or deliver the definitive Joint Proxy Statement to their its respective stockholdersshareholders. Parent Citizens shall file the opinion described in Section 7.3(c) on a post-effective amendment to the Form S-4. Citizens shall also use all its 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, and Subject Company Republic shall furnish all information concerning Subject Company Republic and the holders of Subject Company Capital Republic Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or Governmental Entities. Parent Republic and Subject Company Citizens shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Subject Company Republic or ParentCitizens, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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 hereinby this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Citizens 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 expected to have a material adverse effect (measured on a scale relative to Republic) on either Citizens or Republic (a "Materially Burdensome Regulatory Condition"). (c) Parent Each of Citizens and Subject Company Republic shall, upon request, furnish each to the other with all information concerning themselvesitself, their its Subsidiaries, directors, officers and stockholders 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 ParentCitizens, Subject Company Republic or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Each of Citizens and Subject Company Republic shall promptly advise each the other upon receiving any communication from any Regulatory Agency or Governmental Entity whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Citizens Requisite Regulatory Approval (as defined below) or Republic Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval will may be materially delayed. (e) Republic shall cooperate with such reasonable requests as may be made by Citizens with respect to any post-Closing reorganization of Citizens's and Republic's Subsidiaries, including filing prior to the Closing such applications with Regulatory Agencies or Governmental Entities as may be necessary or desirable in connection with any such reorganization.

Regulatory Matters. (a) Parent Pinnacle and Subject Company IFC shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and Pinnacle shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Pinnacle and Subject Company IFC shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Pinnacle and Subject Company IFC shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholders. Parent Pinnacle shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company IFC shall furnish all information concerning Subject Company IFC and the holders of Subject Company Capital IFC Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use reasonable their 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent Pinnacle and Subject Company IFC shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Subject Company Pinnacle or ParentIFC, as the case may be, and any of their respective Subsidiaries Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent Pinnacle and Subject Company IFC shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of ParentPinnacle, Subject Company IFC or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Pinnacle and Subject Company IFC shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayed.

Regulatory Matters. (a) Parent and Subject Company Buyer shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement andbe responsible, following comment thereonat is sole expense, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will for preparing any applications or filings to be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts made to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement any Governmental Authority pursuant to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested any applicable regulatory Law in connection with any such action. (b) The parties hereto shall cooperate with each other and use 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 which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation any such applications and filings under applicable Antitrust Laws and any applicable submissions to CFIUS). The Parties will use their reasonable best efforts to cause any such applications or filings to be filed promptly following the Merger), execution of this Agreement and to comply with obtain any necessary approvals of the terms and conditions of all such permits, consents, approvals and authorizations of all such requisite Governmental EntitiesAuthorities promptly thereafter. Parent and Subject Company 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 Law, each Party will use reasonable best efforts to the exchange of information, furnish to each other all the information relating required for any application or other filing to Subject Company or Parent, as the case may be, and be made pursuant to any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity applicable Law in connection with the transactions contemplated by this Agreement, and each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. In exercising No Party will independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the foregoing right, each other Parties prior notice 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 meeting and, to the obtaining of all permitsextent permitted by such Governmental Authority, consentsthe opportunity to attend and/or participate. Subject to applicable Law, approvals the Parties will use reasonable best efforts to consult 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. (c) Parent and Subject Company shall, upon request, furnish each other cooperate with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable one another in connection with the Joint Proxy Statementany analyses, the S-4 appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or any other statement, filing, notice or application made submitted by or on behalf of Parent, Subject Company or any of their respective Subsidiaries Party relating to proceedings with respect to any Governmental Entity approvals required in connection with the Merger Transaction. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 5.10 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors or other transactions Representatives of the recipient, unless express written permission is obtained in advance from the source of the materials. The Parties will take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defence privilege or any other privilege pursuant to this Section 5.10 in such a manner so as to preserve any applicable privilege. In the event that any Proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging the Transaction or any other transaction contemplated by this Agreement. (d) Parent and Subject Company shall promptly advise , or any other Transaction Document, the Parties will cooperate in all respects with each other upon receiving and will use reasonable best efforts to contest and resist any communication from such Proceeding and to have vacated, lifted, reversed, or overturned any Governmental Entity whose consent Judgment, whether temporary, preliminary, or approval permanent, that is required for in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement which causes such Agreement. Notwithstanding anything to the contrary in this Section 5.10, nothing in this Section 5.10 shall require either party or any of their respective Affiliates to believe that there is a reasonable likelihood that make, or commit or agree to make, any Requisite Regulatory Approval (as defined below) will not be obtained concession or that the receipt payment to, any Governmental Authority, nor to make, or commit or agree to make, any divestitures or similar transfers of any such approval will be materially delayedof their respective assets in response to any objections from any Governmental Authority.

Regulatory Matters. (a) Parent and Subject Company The Acquiror shall promptly prepare and file with the SEC a preliminary version registration statement on Form S-4 covering the Acquiror Common Stock to be issued pursuant to this Agreement and the Plan of Merger (the "Registration Statement"), and the Company shall give to Acquiror all information concerning the Company which is required for inclusion in the Registration Statement. The Registration Statement shall include a proxy statement/prospectus (the "Proxy Statement/Prospectus") prepared for use in connection with the Shareholders Meeting, all in accordance with the rules and regulations of the Joint Proxy Statement and, following comment thereon, Parent SEC. Acquiror shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject Company Capital Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to and obtain as promptly as practicable all Requisite Regulatory Approvals, permits, consents, approvals and authorizations of all third parties parties, regulatory agencies and Governmental Entities governmental entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), Agreement. The Company and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company Acquiror 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, all the information relating to Subject the Company or ParentAcquiror, as the case may be, and any of their respective Subsidiaries subsidiaries, which appear in any filing made with, or written materials submitted to, any third party party, regulatory agency or any Governmental Entity governmental entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any regulatory agency or governmental entity on a confidential basis in connection with the transactions contemplated hereby. 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 Requisite Regulatory Approvals, permits, consents, approvals and authorizations of all third parties parties, regulatory agencies and Governmental Entities 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. (c) Parent and Subject Company shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayed.

Regulatory Matters. (a) Parent Purchaser and Subject Company Seller shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement andStatement, following comment thereon, Parent and Purchaser shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Seller and Subject Company Purchaser shall use all its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company Seller shall thereafter mail the definitive Joint Proxy Statement to their respective stockholdersthe Shareholders. Parent Purchaser shall also use all its 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, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger), Agreement. Seller and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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 relating to the exchange of information, all the information relating to Subject Company Seller or ParentPurchaser, as the case may be, and any of their respective Subsidiaries which appear 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 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 herein. (c) Parent Seller and Subject Company Purchaser shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company Purchaser or any of their respective Subsidiaries Seller to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent Purchaser and Subject Company Seller shall promptly advise furnish each other upon receiving with copies of written communications received by Purchaser or Seller, 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.

Regulatory Matters. (a) Parent Umpqua and Subject Company Sterling shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent and Umpqua shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent Umpqua and Subject Company Sterling shall use all their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent Umpqua and Subject Company Sterling shall thereafter mail or deliver the definitive Joint Proxy Statement to their respective stockholdersshareholders. Parent Umpqua shall also use all its 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, and Subject Company Sterling shall furnish all information concerning Subject Company Sterling and the holders of Subject Company Capital Sterling Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file and cause their Subsidiaries 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 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. Parent Without limiting the generality of the foregoing, the parties hereto agree to use reasonable best efforts to prepare and Subject Company shall have the right file and cause their Subsidiaries to review in advanceprepare and file all necessary documentation, and to the extent practicable each will consult the other onfile all applications, in each case subject to applicable laws relating to the exchange of informationnotices, all the information relating to Subject Company or Parentpetitions and filings, as the case may be, and any of their respective Subsidiaries which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 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. (c) Parent and Subject Company shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayed.Approvals no later than forty-five

Regulatory Matters. Through the Closing Date: (a) Parent HBI and Subject Company shall promptly prepare and file with the SEC a preliminary version of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto PBI shall cooperate with each other one another in the preparation of the Registration Statement (including the Prospectus/Proxy Statement) and all Applications, which shall be prepared by HBI and HBI’s counsel, and the making of all filings for, and shall use their reasonable best efforts to promptly prepare and file all necessary documentationobtain, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable practicable, all necessary permits, consents, approvals approvals, waivers and authorizations of all third parties and Governmental Entities which are Regulatory Authorities necessary or advisable to consummate the transactions contemplated Contemplated Transactions. HBI and PBI shall each give the other reasonable time to review any Application to be filed by this Agreement (including without limitation it prior to the Merger)filing of such Application with the relevant Regulatory Authority, and each shall consult the other with respect to comply the substance and status of such filings. (b) PBI and HBI shall each promptly furnish the other with copies of written communications to, or received by them from, any Regulatory Authority with respect to the Contemplated Transactions to the extent permitted by Law. (c) PBI and HBI shall cooperate with each other in the foregoing matters and shall furnish the other with all information concerning itself as may be necessary or advisable in connection with any Application or filing, including any report filed with the terms SEC, made by or on behalf of such party to or with any Regulatory Authority in connection with the Contemplated Transactions, and conditions of in each such case, the information shall be accurate and complete in all material respects. In connection therewith, PBI and HBI shall use their commercially reasonable good faith efforts to provide each other certificates, “comfort” letters and other documents reasonably requested by the other to the extent such permits, consents, approvals and authorizations of all such Governmental Entitiesdisclosure is permitted by Law. Parent and Subject Company Each party hereto shall have the right to review and approve in advanceadvance (such approval not to be unreasonably withheld, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange conditioned or delayed) all characterizations of information, all the information relating to Subject Company or Parent, as the case may be, such party and any of their respective Subsidiaries which its subsidiaries that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement with any Regulatory Authority. In exercising the foregoing rightaddition, HBI and PBI shall 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 furnish to the obtaining other for review a copy of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate each such filing made in connection with the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating with any Regulatory Authority prior to completion of the transactions contemplated hereinits filing. (c) Parent and Subject Company shall, upon request, 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 Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, Subject Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent and Subject Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 will be materially delayed.

Regulatory Matters. (a) Parent and Subject Company The parties hereto shall promptly prepare cooperate with each other in the preparation and file with the SEC a preliminary version filing of the Joint Proxy Statement and, following comment thereon, Parent shall promptly prepare and file with the SEC the Form S-4, in which the definitive Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company The Acquiror shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company . The Acquiror also shall thereafter mail the definitive Joint Proxy Statement to their respective stockholders. Parent shall also use all its reasonable best efforts to obtain all necessary state securities law or "Blue Skyblue sky" permits and approvals required to carry out the issuance of Acquiror Common Stock pursuant to the Merger and all other transactions contemplated by this Agreement, and Subject the Company shall furnish all information concerning Subject the Company and the holders of Subject the Company Capital Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation Agreement. The Acquiror and the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Subject Company 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 laws relating to the exchange of information, all the information relating to Subject Company or Parent, as the case may be, and any of their respective Subsidiaries which appear appears in any 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. 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 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. (c) Parent The Acquiror and Subject the Company shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders 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 Parentthe Acquiror, Subject the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreementhereby. (d) Parent The Acquiror and Subject the Company shall promptly advise furnish each other upon receiving with copies of written communications received by the Acquiror or the 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 whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement 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 will be materially delayedhereby.