Common use of SEC Registration Clause in Contracts

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Horizon shall use its reasonable best efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, as soon as practicable after filing the Registration Statement, make all filings required to obtain all blue sky exemptions, authorizations, consents, or approvals required for the issuance of Horizon common stock. (b) The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKC, Horizon or any Subsidiary of WBKC or Horizon, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC or Horizon, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC or Horizon, as applicable, shall promptly notify the other of such event, and WBKC or Horizon, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to WBKC’s shareholders and to Horizon’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable practicable, but in no event more than sixty (60) days, following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Acquiror shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as a prospectuspromptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Such registration statement and any amendments and supplements thereto are referred Prior to in this Agreement as the “filing of the Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate Representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s stockholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders stockholders and to HorizonAcquiror’s shareholders. stockholders. Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause the shares of Horizon Common Stock required to be issued taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger to be approved for listing on and the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective TimeAcquiror Stock Issuance.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but in no event later than thirty forty-five (3045) business days after following the date of this Agreementhereof, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Acquiror shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as a prospectuspromptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Such registration statement and any amendments and supplements thereto are referred Prior to in this Agreement as the “filing of the Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company's stockholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of any request by the SEC to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKC’s shareholders the Company's stockholders and to Horizon’s shareholders. Acquiror's stockholders. Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause required to be taken under the shares Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Legal Requirements and the rules and regulations thereunder in connection with the Merger and the issuance of Horizon Acquiror Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Timeas Stock Consideration.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but in no later event more than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations later of the SEC, to be used in connection with filing of Acquiror's and the WBKC shareholders meeting to obtain approval Company's respective Annual Report on Form 10-K for the Merger (year ended December 31, 2016, the “Proxy Statement”), Company and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 the Joint Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Joint Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its reasonable best efforts to cause the same Joint Proxy Statement to become effective be mailed to the Company's stockholders, and thereafterAcquiror will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Acquiror's shareholders, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, in each case as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Joint Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKC’s shareholders the Company's stockholders and to Horizon’s Acquiror's shareholders. . Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause required to be taken under the shares Securities Act, the Exchange Act, any application foreign or state securities or "blue sky" Legal Requirements and the rules and regulations thereunder in connection with the Merger and the issuance of Horizon Acquiror Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Timeand Acquiror Preferred Stock as consideration hereunder.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Buyer shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Buyer shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included as a prospectusincluded. Such registration statement and any amendments and supplements thereto are referred Buyer shall use its reasonable best efforts to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on have the Registration Statement, Statement declared effective under the Securities Act as promptly as practicable after such filing and shall incorporate all appropriate comments thereto prior to keep the time it Registration Statement effective as long as is initially filed with necessary to consummate the SEC or any amendments are filed with Merger and the SECContemplated Transactions. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company Shareholders as soon promptly as practicable after filing the Registration StatementStatement is declared effective under the Securities Act. Buyer will advise the Company, make all filings required to obtain all blue sky exemptionspromptly after it receives notice thereof, authorizationsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, consents, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Buyer, promptly after it receives notice thereof, of any request by the SEC to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties Parties shall use reasonable best efforts to respond (with the assistance of the other partyParty) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Buyer or any Subsidiary of WBKC the Company or HorizonBuyer, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonBuyer, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonBuyer, as applicable, shall promptly notify the other of such event, and WBKC the Company or HorizonBuyer, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKC’s shareholders and to Horizon’s shareholdersthe Company Shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but in no event later than thirty forty-five (3045) business days after following the date of this Agreementhereof, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Acquiror shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as a prospectuspromptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Such registration statement and any amendments and supplements thereto are referred Prior to in this Agreement as the “filing of the Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s stockholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders stockholders and to HorizonAcquiror’s shareholders. stockholders. Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause the shares of Horizon Common Stock required to be issued taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger to be approved for listing on and the NASDAQ Global Select Market (subject to official notice issuance of issuance) prior to the Effective TimeAcquiror Common Stock.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Nicolet shall prepare and file with the SEC a registration statement on Form S-4 the Joint Proxy Statement and Nicolet shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Nicolet shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock promptly as practicable after such filing and to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on keep the Registration Statement, Statement effective as long as is necessary to consummate the Merger and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SECContemplated Transactions. Horizon shall The Company will use its reasonable best efforts to cause the same Joint Proxy Statement to become effective be mailed to the Company’s shareholders, and thereafterNicolet will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Nicolet’s shareholders, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, in each case as soon promptly as practicable after filing the Registration StatementStatement is declared effective under the Securities Act. Nicolet will advise the Company, make all filings required to obtain all blue sky exemptionspromptly after it receives notice thereof, authorizationsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, consents, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Nicolet Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Nicolet, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Nicolet or any Subsidiary of WBKC the Company or HorizonNicolet, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonNicolet, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonNicolet, as applicable, shall promptly notify the other of such event, and WBKC the Company or HorizonNicolet, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders and to HorizonNicolet’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Nicolet shall prepare and file with the SEC a registration statement on Form S-4 the Joint Proxy Statement and Nicolet shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Nicolet shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock promptly as practicable after such filing and to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on keep the Registration Statement, Statement effective as long as is necessary to consummate the Merger and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SECContemplated Transactions. Horizon shall The Company will use its reasonable best efforts to cause the same Joint Proxy Statement to become effective be mailed to the Company’s shareholders, and thereafterNicolet will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Nicolet’s shareholders, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, in each case as soon promptly as practicable after filing the Registration StatementStatement is declared effective under the Securities Act. Nicolet will advise the Company, make all filings required to obtain all blue sky exemptionspromptly after it receives notice thereof, authorizationsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, consents, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Nicolet Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Nicolet, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Nicolet or any Subsidiary of WBKC the Company or HorizonNicolet, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonNicolet, respectively, for inclusion in the Joint Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, WBKC the Company or HorizonNicolet, as applicable, shall promptly notify the other of such event, and WBKC the Company or HorizonNicolet, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders and to HorizonNicolet’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) Company and Nicolet shall prepare the required proxy disclosures, in accordance with the rules Proxy Statement and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Nicolet shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included as a prospectusincluded. Such registration statement and any amendments and supplements thereto are referred Nicolet shall use its reasonable best efforts to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on have the Registration Statement, Statement declared effective under the Securities Act as promptly as practicable after such filing and shall incorporate all appropriate comments thereto prior to keep the time it Registration Statement effective as long as is initially filed with necessary to consummate the SEC or any amendments are filed with Merger and the SECContemplated Transactions. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s shareholders as soon promptly as practicable after filing the Registration StatementStatement is declared effective under the Securities Act. Nicolet will advise the Company, make all filings required to obtain all blue sky exemptionspromptly after it receives notice thereof, authorizationsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, consents, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Nicolet Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Nicolet or any Subsidiary of WBKC the Company or HorizonNicolet, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonNicolet, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonNicolet, as applicable, shall promptly notify the other of such event, and WBKC the Company or HorizonNicolet, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKC’s shareholders and to Horizonthe Company’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Nicolet shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Nicolet shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included as a prospectusincluded. Such registration statement and any amendments and supplements thereto are referred Nicolet shall use its reasonable best efforts to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on have the Registration Statement, Statement declared effective under the Securities Act as promptly as practicable after such filing and shall incorporate all appropriate comments thereto prior to keep the time it Registration Statement effective as long as is initially filed with necessary to consummate the SEC or any amendments are filed with Merger and the SECContemplated Transactions. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s shareholders as soon promptly as practicable after filing the Registration StatementStatement is declared effective under the Securities Act. Nicolet will advise the Company, make all filings required to obtain all blue sky exemptionspromptly after it receives notice thereof, authorizationsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, consents, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Nicolet Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Nicolet, promptly after it receives notice thereof, of any request by the SEC to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Nicolet or any Subsidiary of WBKC the Company or HorizonNicolet, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonNicolet, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonNicolet, as applicable, shall promptly notify the other of such event, and WBKC the Company or HorizonNicolet, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKC’s shareholders and to Horizonthe Company’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but in no event later than thirty (30) business days after following the date of this Agreementhereof, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Acquiror shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as a prospectuspromptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Such registration statement and any amendments and supplements thereto are referred Prior to in this Agreement as the “filing of the Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s stockholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders stockholders and to HorizonAcquiror’s shareholders. stockholders. Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause the shares of Horizon Common Stock required to be issued taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger to be approved for listing on and the NASDAQ Global Select Market (subject to official notice issuance of issuance) prior to the Effective TimeAcquiror Common Stock.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) First Personal shall prepare the required a proxy disclosuresstatement (or similar disclosure document), in accordance with the rules and regulations of the SEC, to be used in connection with the WBKC shareholders First Personal stockholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon NWIN shall prepare and file with the SEC SEC, no later than 45 days after the date of this Agreement (provided that each party has timely provided all information requested in writing by the other party or its counsel), a registration statement on Form S-4 an appropriate form under the Securities Act of 1933, as amended (the “1933 Act”) ), covering the shares of Horizon Common Stock NWIN common stock to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectusincluded. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Horizon NWIN shall use its best reasonable best efforts to cause the same Registration Statement to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon NWIN shall, as soon as practicable after filing the Registration Statement, make all filings required to obtain all blue sky exemptions, authorizations, consents, or approvals required for the issuance of Horizon NWIN common stockstock pursuant to this Agreement. (b) The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCFirst Personal, Horizon NWIN, or any Subsidiary of WBKC or Horizon, respectivelytheir respective Subsidiaries, or any change occurs with respect to information supplied by or on behalf of WBKC First Personal or HorizonNWIN, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC First Personal or HorizonNWIN, as applicable, shall promptly notify the other of such event, and WBKC First Personal or HorizonNWIN, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to WBKCFirst Personal’s shareholders and to Horizon’s shareholdersstockholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this AgreementAgreement Date, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Acquiror shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included included. Acquiror shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as a prospectuspromptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Such registration statement and any amendments and supplements thereto are referred Prior to in this Agreement as the “filing of the Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its commercially reasonable best efforts to cause the same Proxy Statement to become effective be mailed to the Company’s stockholders, and thereafterAcquiror will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to Acquiror’s stockholders, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, in each case as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use commercially reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders stockholders and to HorizonAcquiror’s shareholders. stockholders. Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause required to be taken under the shares Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger and the issuance of Horizon Acquiror Common Stock as consideration hereunder. Except as otherwise set forth in this Agreement, no amendment or supplement (including by incorporation by reference) to the Registration Statement or the Proxy Statement shall be issued made without the approval of the Company or Acquiror, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Company, in connection with a Company Adverse Recommendation, may amend or supplement the Merger Proxy Statement or the Registration Statement (including by incorporation by reference) pursuant to an amendment to effect such change, and in such event, Acquiror’s approval right in this Section 7.2 shall apply only with respect to such information relating to Acquiror or its business, financial condition or results of operations, and shall be approved for listing on the NASDAQ Global Select Market (subject to official notice the right of issuanceAcquiror to have the Acquiror Board’s deliberations and conclusions be accurately described therein, and, provided further, that Acquiror, in connection with an Acquiror Adverse Recommendation, may amend or supplement the Proxy Statement or the Registration Statement (including by incorporation by reference) prior pursuant to an amendment to effect such change, and in such event, the Company’s approval right in this Section 7.2 shall apply only with respect to such information relating to the Effective TimeCompany or its business, financial condition or results of operations, and shall be subject to the right of the Company to have the Company Board’s deliberations and conclusions be accurately described therein.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Baylake and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Nicolet shall prepare and file with the SEC a registration statement on Form S-4 the Joint Proxy Statement and Nicolet shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Nicolet shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock promptly as practicable after such filing and to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on keep the Registration Statement, Statement effective as long as is necessary to consummate the Merger and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SECContemplated Transactions. Horizon shall Baylake will use its reasonable best efforts to cause the same Joint Proxy Statement to become effective be mailed to Baylake’s stockholders, and thereafterNicolet will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Nicolet’s stockholders, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, in each case as soon promptly as practicable after filing the Registration StatementStatement is declared effective under the Securities Act. Nicolet will advise Baylake, make all filings required to obtain all blue sky exemptionspromptly after it receives notice thereof, authorizationsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, consents, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Nicolet Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and Baylake will advise Nicolet, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCBaylake, Horizon Nicolet or any Subsidiary of WBKC Baylake or HorizonNicolet, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC Baylake or HorizonNicolet, respectively, for inclusion in the Joint Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, WBKC Baylake or HorizonNicolet, as applicable, shall promptly notify the other of such event, and WBKC or HorizonBaylake or, Nicolet, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCBaylake’s shareholders stockholders and to HorizonNicolet’s shareholdersstockholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but in no event later than thirty forty-five (3045) business days after following the date of this Agreementhereof, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Acquiror shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as a prospectuspromptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Such registration statement and any amendments and supplements thereto are referred Prior to in this Agreement as the “filing of the Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s stockholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders stockholders and to HorizonAcquiror’s shareholders. stockholders. Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause required to be taken under the shares Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger and the issuance of Horizon Acquiror Common Stock to be issued in connection with the Common Stock Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective TimeConsideration.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC SBI (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations of the SEC, to be used in connection with the WBKC SBI shareholders meeting to obtain or approval for the Merger merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon shall prepare and file with the SEC a joint registration and proxy or information statement on Form S-4 an appropriate form under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock to be issued pursuant to this Agreement, in which Agreement and containing the Proxy Statement will to be included used for the SBI Shareholders’ Meeting, as a prospectusapplicable. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Horizon shall use its reasonable best efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, as soon as practicable after filing the Registration StatementStatement (but not to exceed 75 days), make all filings required to obtain all blue sky exemptions, authorizations, consents, or approvals required for the issuance of Horizon common stock. (b) The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCSBI, Horizon Horizon, or any Subsidiary of WBKC SBI or Horizon, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC SBI or Horizon, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC SBI or Horizon, as applicable, shall promptly notify the other of such event, and WBKC SBI or Horizon, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to WBKC’s shareholders and to HorizonSBI’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock will use reasonable best efforts to be issued in the Merger to be approved list for listing trading on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time, the shares of Horizon common stock to be issued in the Merger.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30i) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) RYFL and FNWD shall prepare a joint proxy statement (or similar disclosure document) (the required proxy disclosures“Joint Proxy Statement”), in accordance with the rules and regulations of the SEC, to be used in connection with the WBKC shareholders meeting RYFL Stockholders’ Meeting and the FNWD Stockholders’ Meeting to obtain approval for of the Merger (the “Proxy Statement”)Merger, and as soon as reasonably practicable thereafterany other matters required to be approved or adopted, Horizon by each party’s respective stockholders, and (ii) FNWD shall prepare and file with the SEC a registration statement on Form S-4 an appropriate form under the Securities Act of 1933, as amended (the “1933 Act”) ), and in accordance with the rules and regulations of the SEC, covering the shares of Horizon FNWD Common Stock to be issued pursuant to this AgreementAgreement and containing a prospectus for that purpose and made a part thereof (the “Prospectus,” and together with the Joint Proxy Statement, in which the “Joint Proxy Statement will be included as a prospectusStatement/Prospectus”). Such The registration statement referred to in the preceding sentence, and any amendments and supplements thereto are thereto, is referred to in this Agreement as the “Registration Statement.” Horizon The Registration Statement shall provide WBKC include the Joint Proxy Statement/Prospectus, and, in the case of the Joint Proxy Statement, the disclosures in which shall be reasonably acceptable to FNWD and its counsel with appropriate opportunity to review and comment on the Registration StatementRYFL, and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Horizon FNWD shall use its best reasonable best efforts to cause the same Registration Statement to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon FNWD shall, as soon as practicable after filing the Registration Statement, make all filings required to obtain all blue sky exemptions, authorizations, consents, or approvals required for the issuance of Horizon common stockFNWD Common Stock pursuant to this Agreement. (b) The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect theretoto the Registration Statement. Horizon FNWD shall promptly notify WBKC RYFL upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Joint Proxy Statement/Prospectus, as the case may be, and shall provide WBKC RYFL with copies of all correspondence between Horizon FNWD and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCRYFL, Horizon FNWD, or any Subsidiary of WBKC or Horizon, respectivelytheir respective Subsidiaries, or any change occurs with respect to information supplied by or on behalf of WBKC RYFL or HorizonFNWD, respectively, for inclusion in the Joint Proxy Statement Statement/Prospectus or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement Statement/Prospectus or the Registration Statement, WBKC RYFL or HorizonFNWD, as applicable, shall promptly notify the other of such event, and WBKC RYFL or HorizonFNWD, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement Statement/Prospectus and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to WBKCRYFL’s shareholders and to HorizonFNWD’s shareholdersrespective stockholders. (c) Horizon If FNWD’s common stock becomes listed on the NASDAQ Stock Market (“NASDAQ”) after the date of this Agreement and prior to the Effective Time, then FNWD shall use its reasonable best efforts to cause the shares of Horizon FNWD Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Capital Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and Acquiror shall file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included as a prospectusincluded. Such registration statement and any amendments and supplements thereto are referred Acquiror shall use its reasonable best efforts to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on have the Registration Statement, Statement declared effective under the Securities Act as promptly as practicable after such filing and shall incorporate all appropriate comments thereto prior to keep the time it Registration Statement effective as long as is initially filed with necessary to consummate the SEC or any amendments are filed with Merger and the SECContemplated Transactions. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s shareholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain all blue sky exemptions, authorizations, consents, or approvals required for be taken under any applicable Legal Requirement in connection with the issuance of Horizon common stock. (b) The parties Acquiror Common Stock in connection with the Merger, and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Acquiror shall use reasonable best efforts to respond (with the assistance of the other partyCompany) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such event, and WBKC or Horizon, as applicable, each party shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKC’s shareholders and to Horizonthe Company’s shareholders. (c) Horizon . The Company shall cause provide all information with respect to the shares of Horizon Common Stock to be issued Company that is required in the Merger to be approved for listing on Registration Statement and subsequent filings with the NASDAQ Global Select Market (subject to official notice SEC, including, if required, audited financial statements of issuance) prior to the Effective TimeCompany, and Acquiror shall pay the Audit Expenses.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable practicable, but in no event more than sixty (60) days, following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Acquiror shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included as a prospectusincluded. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Horizon Acquiror shall use its reasonable best efforts to cause have the same to become Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and thereafter, until the Effective Time or termination of this Agreement, to keep the same Registration Statement effective and, if necessary, amend as long as is necessary to consummate the Merger and supplement the sameContemplated Transactions. Horizon shall, as soon as practicable after Prior to the filing of the Registration Statement, make Acquiror shall consult with the Company with respect to such filing and shall afford the Company and its Representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Proxy Statement shall include all filings information reasonably requested by the Company to be included. The Company and the Acquiror will use their reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders stockholders and to HorizonAcquiror’s shareholders. stockholders. Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause the shares of Horizon Common Stock required to be issued taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger to be approved for listing on and the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective TimeAcquiror Stock Issuance.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC LPB Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC LPB shareholders meeting, as soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC LPB (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations of the SEC, to be used in connection with the WBKC LPB shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon shall use its reasonable best efforts to prepare and file with the SEC SEC, no later than 45 days after the date of this Agreement (provided that each party has timely provided all information requested in writing by the other party or its counsel), a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock common stock to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC LPB and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Horizon shall use its best reasonable best efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, as soon as practicable after filing the Registration Statement, make all filings required to obtain all blue sky exemptions, authorizations, consents, consents or approvals required for the issuance of Horizon common stock. (b) The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC LPB and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCLPB, Horizon or any Subsidiary of WBKC LPB or Horizon, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC LPB or Horizon, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC LPB or Horizon, as applicable, shall promptly notify the other of such event, and WBKC or LPB or, Horizon, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to WBKCLPB’s shareholders and to Horizon’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For As soon as practicable following the purposes (x) date of registering this Agreement, United Community and First Defiance shall prepare the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection Joint Proxy Statement and the Registration Statement, and First Defiance shall file with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meetingSEC, as soon as practicable following the date of this Agreement, but Agreement (and in any event no later than thirty (30) business days after following the date of this Agreement, WBKC (with ) the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Registration Statement”), and as soon as reasonably practicable thereafter, Horizon shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock to be issued pursuant to this Agreement, in which the Joint Proxy Statement will be included as a prospectusincluded. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Horizon First Defiance shall use its reasonable best efforts to cause have the same to become Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and thereafter, until the Effective Time or termination of this Agreement, to keep the same Registration Statement effective andas long as is necessary to consummate the Merger and the Contemplated Transactions. First Defiance shall also take any action required to be taken under any applicable Legal Requirement in connection with the First Defiance Stock Issuance, if necessaryand each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. First Defiance will advise United Community, amend and supplement promptly after it receives notice thereof, of the same. Horizon shall, as soon as practicable after filing time when the Registration StatementStatement has become effective or any supplement or amendment has been filed, make all filings required to obtain all blue sky exemptions, authorizations, consents, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of First Defiance Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and United Community will advise First Defiance, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCUnited Community, Horizon First Defiance or any Subsidiary of WBKC United Community or HorizonFirst Defiance, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC United Community or HorizonFirst Defiance, respectively, for inclusion in the Joint Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, WBKC United Community or HorizonFirst Defiance, as applicable, shall promptly notify the other of such event, and WBKC or HorizonUnited Community or, First Defiance, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCUnited Community’s shareholders and to HorizonFirst Defiance’s shareholders. (c) Horizon shall . Each of United Community and First Defiance will cause the shares of Horizon Common Stock Joint Proxy Statement to be issued in filed with the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior SEC and mailed to the Effective Timeshareholders of United Community and First Defiance, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but in no event later than thirty sixty (3060) business days after following the date of this Agreementhereof, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 the Joint Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate Representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Joint Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its reasonable best efforts to cause the same Joint Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s shareholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its shareholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Joint Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders and to HorizonAcquiror’s shareholders. (c) Horizon . Acquiror shall cause make all necessary filings required to be made under the shares Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger and the issuance of Horizon Acquiror Common Stock to be issued in connection with the Per Share Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective TimeConsideration.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 the Joint Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock promptly as practicable after such filing and to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on keep the Registration Statement, Statement effective as long as is necessary to consummate the Merger and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SECContemplated Transactions. Horizon shall The Company will use its reasonable best efforts to cause the same Joint Proxy Statement to become effective be mailed to the Company’s stockholders, and thereafterAcquiror will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Acquiror’s stockholders, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, in each case as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Joint Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such event, and WBKC or Horizonthe Company or, Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders stockholders and to HorizonAcquiror’s shareholdersstockholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection Acquiror shall file with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meetingSEC, as soon as practicable following after the execution of this Agreement but in no event later than 90 days from the date of this Agreement, but no later than thirty any necessary Registration Statement (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, defined in accordance with the rules and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”Section 6.01(a), and as soon as reasonably practicable thereafter, Horizon shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Acquiror Common Stock to be issued pursuant to this Agreement, Agreement and the Plan of Merger (provided that the Company has given to Acquiror all information concerning the Company which is required for inclusion in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on the Registration Statement), and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Horizon shall use its reasonable best efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon Acquiror shall, as soon as practicable after the execution of this Agreement, take all actions necessary to have the shares of Acquiror Common Stock to be delivered in exchange for Company Common Stock qualified or registered for offering and sale, or to identify and perfect an exemption therefrom, under the securities or "Blue Sky" laws of each jurisdiction within the United States in which shareholders of the Company reside. In advance of filing the Registration Statement, make all filings required Acquiror shall provide the Company and its counsel with a copy of the Registration Statement and an opportunity to obtain all blue sky exemptionscomment thereon. Acquiror shall advise the Company, authorizationspromptly after Acquiror receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for of the issuance of Horizon common stock. (b) The parties shall use reasonable best efforts to respond (with any stop order or the assistance suspension of qualification of Acquiror Common Stock for offering or sale in any jurisdiction, of the other party) as promptly as practicable to initiation or threat of any comments proceeding for any such purpose, or of any request by the SEC with respect thereto. Horizon shall promptly notify WBKC upon for the receipt amendment or supplement of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as for additional information. None of the case may be, and shall provide WBKC with copies of all correspondence between Horizon and information furnished by the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKC, Horizon or any Subsidiary of WBKC or Horizon, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC or Horizon, respectively, Acquiror for inclusion in the Proxy Statement Registration Statement, when it shall become effective, and at all times subsequent to such effectiveness, or the Registration Statement thatProxy Statement/Prospectus (as defined in Section 6.01(a)), when mailed or at the time of the Shareholders Meeting (as defined in each caseSection 5.01(a)), is or in the case of any other document filed with the SEC or any state securities commission, at the respective times at which such documents are filed with the SEC or such state securities commission, shall contain any untrue statement of a material fact or omit to state a material fact required to be described in an amendment of, stated therein or a supplement to, necessary to make the Proxy Statement or the Registration Statement, WBKC or Horizon, as applicable, shall promptly notify the other of such event, and WBKC or Horizon, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable Lawstatements therein, in disseminating light of the information contained in such amendment or supplement to WBKC’s shareholders and to Horizon’s shareholderscircumstances under which they were made, not misleading. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable practicable, but in no event more than sixty (60) days, following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Acquiror shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as a prospectuspromptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Stock and Asset Purchase and the Contemplated Transactions. Such registration statement and any amendments and supplements thereto are referred Prior to in this Agreement as the “filing of the Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s stockholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Capital Stock issuable in connection with the Stock and Asset Purchase for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders stockholders and to HorizonAcquiror’s shareholders. stockholders. Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause the shares of Horizon Common Stock required to be issued taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger to be approved for listing on Stock and Asset Purchase and the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective TimeAcquiror Stock Issuance.

SEC Registration. Faircom shall furnish to Regent such information, including information about Faircom and the Faircom Subsidiaries (a) For including the purposes (x) respective affiliates of registering the Horizon Common Stock to be offered to holders any of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meetingthem), as soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules and regulations of the SEC, may be necessary to be used in connection with the WBKC shareholders meeting enable Regent to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act Act, and the rules and regulations promulgated thereunder, in respect of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Preferred Stock to be issued pursuant to this Agreementby reason of the Merger (such registration statement, in which including the Proxy Statement will be proxy statement/prospectus included as a prospectus. Such registration statement and therein, together with any amendments and or supplements thereto are thereto, being referred to in this Agreement as the “"Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on "). Faircom covenants that the Faircom Information (as defined below) included in the Registration StatementStatement shall not, and shall incorporate all appropriate comments thereto prior to at the time it the Registration Statement is initially filed with declared effective, at the SEC time the proxy statement/prospectus contained therein (the "Proxy Statement") is first mailed to Faircom's stockholders, or any amendments are filed with at the SEC. Horizon shall use its reasonable best efforts time of the meeting of the Faircom stockholders held to cause the same to become effective and thereafter, until the Effective Time or termination of approve this Agreement, contain any untrue statement of a material fact, or omit to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, as soon as practicable after filing the Registration Statement, make all filings state any material fact required to obtain all blue sky exemptions, authorizations, consents, be stated therein or approvals required for necessary in order to make the issuance of Horizon common stock. (b) The parties shall use reasonable best efforts statements therein not misleading. If at any time prior to respond (with the assistance of the other party) as promptly as practicable to Effectiveness any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC event or its staff, or any request from the SEC or its staff for amendments or supplements circumstance should come to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies attention of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs Faircom with respect to WBKC, Horizon or any Subsidiary of WBKC or Horizon, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC or Horizon, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, Faircom Information that is required to be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC or Horizon, as applicable, shall promptly notify the other of such event, and WBKC or Horizon, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement Registration Statement, Faircom shall immediately notify Regent and shall assist Regent in appropriately amending or supplementing the Registration Statement and, as required by applicable Law, in disseminating the information contained in such Statement. An amendment or supplement may be accomplished, to WBKC’s shareholders and the extent permitted by law, rule or regulation, by including such information in a filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to Horizon’s shareholders. (c) Horizon shall cause information concerning Faircom, the shares Faircom Subsidiaries or any of Horizon Common Stock their respective businesses, assets, directors, officers, or stockholders or any other affiliates or other matters pertaining to be issued Faircom that is supplied by Faircom for inclusion in the Merger Registration Statement, including by incorporation by reference to be approved SEC filings made by Faircom (the "Faircom Information") shall comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder; except that Faircom shall have no liability or obligation for listing on any information other than the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective TimeFaircom Information.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Nicolet shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Nicolet shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included as a prospectusincluded. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Horizon Nicolet shall use its reasonable best efforts to cause have the same to become Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and thereafter, until the Effective Time or termination of this Agreement, to keep the same Registration Statement effective and, if necessary, amend as long as is necessary to consummate the Merger and supplement the sameContemplated Transactions. Horizon shall, The Company will use its TABLE OF CONTENTS​​ reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon promptly as practicable after filing the Registration StatementStatement is declared effective under the Securities Act. Nicolet will advise the Company, make all filings required to obtain all blue sky exemptionspromptly after it receives notice thereof, authorizationsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, consents, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Nicolet Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Nicolet, promptly after it receives notice thereof, of any request by the SEC to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Nicolet or any Subsidiary of WBKC the Company or HorizonNicolet, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonNicolet, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonNicolet, as applicable, shall promptly notify the other of such event, and WBKC the Company or HorizonNicolet, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKC’s shareholders and to Horizonthe Company’s shareholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but in no later event more than thirty forty-five (3045) business days after following the date of this Agreementhereof, WBKC (the Company and Acquiror shall prepare and Acquiror shall file with the assistance of Horizon as appropriate) shall prepare SEC the required proxy disclosures, in accordance with the rules Joint Proxy Statement and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 the Registration Statement, in which the Joint Proxy Statement will be included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock to be issued pursuant to this Agreement, in which the Proxy Statement will be included as a prospectus. Such registration statement and any amendments and supplements thereto are referred to in this Agreement as the “Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Joint Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its reasonable best efforts to cause the same Joint Proxy Statement to become effective be mailed to the Company’s stockholders, and thereafterAcquiror will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Acquiror’s shareholders, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, in each case as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise and consult with the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Joint Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders stockholders and to HorizonAcquiror’s shareholders. . Acquiror shall take all action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Horizon shall cause required to be taken under the shares Securities Act, the Exchange Act, any application foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger and the issuance of Horizon Acquiror Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Timeas consideration hereunder.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (Proxy Statement and Acquiror shall prepare and file with the “1933 Act”) covering SEC the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included included. Acquiror shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as a prospectuspromptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Such registration statement and any amendments and supplements thereto are referred Prior to in this Agreement as the “filing of the Registration Statement.” Horizon , Acquiror shall provide WBKC consult with the Company with respect to such filing and shall afford the Company and its counsel with appropriate representatives reasonable opportunity to review and comment on thereon. The Registration Statement and the Registration Statement, and Proxy Statement shall incorporate include all appropriate comments thereto prior information reasonably requested by the Company to the time it is initially filed with the SEC or any amendments are filed with the SECbe included. Horizon shall The Company will use its commercially reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until be mailed to the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s stockholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all blue sky exemptionsinformation concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise the Company, authorizationspromptly after it receives notice thereof, consentsof the time when the Registration Statement has become effective or any supplement or amendment has been filed, or approvals required for the issuance of Horizon common stock. (b) any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use commercially reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCthe Company, Horizon Acquiror or any Subsidiary of WBKC the Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC the Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC the Company or HorizonAcquiror, as applicable, shall promptly notify the other of such eventevent (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and WBKC the Company or HorizonAcquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCthe Company’s shareholders and stockholders. Acquiror shall take all action (other than qualifying to Horizon’s shareholders. (cdo business in any jurisdiction in which it is not now so qualified) Horizon shall cause the shares of Horizon Common Stock required to be issued taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection with the Merger to be approved for listing on and the NASDAQ Global Select Market (subject to official notice issuance of issuance) prior to the Effective TimeAcquiror Common Stock.

SEC Registration. (a) For the purposes (x) of registering the Horizon Common Stock to be offered to holders of WBKC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the WBKC shareholders meeting, as As soon as practicable following the date of this Agreement, but no later than thirty (30) business days after the date of this Agreement, WBKC (with the assistance of Horizon as appropriate) shall prepare the required proxy disclosures, in accordance with the rules Company and regulations of the SEC, to be used in connection with the WBKC shareholders meeting to obtain approval for the Merger (the “Proxy Statement”), and as soon as reasonably practicable thereafter, Horizon Acquiror shall prepare and Acquiror shall file with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “1933 Act”) covering the shares of Horizon Common Stock to be issued pursuant to this AgreementRegistration Statement, in which the Proxy Statement will be included as a prospectusincluded. Such registration statement and any amendments and supplements thereto are referred Acquiror shall use its reasonable best efforts to in this Agreement as the “Registration Statement.” Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on have the Registration Statement, Statement declared effective under the Securities Act as promptly as practicable after such filing and shall incorporate all appropriate comments thereto prior to keep the time it Registration Statement effective as long as is initially filed with necessary to consummate the SEC or any amendments are filed with Merger and the SECContemplated Transactions. Horizon shall Company will use its reasonable best efforts to cause the same Proxy Statement to become effective and thereafter, until the Effective Time or termination of this Agreement, be mailed to keep the same effective and, if necessary, amend and supplement the same. Horizon shall, Company’s stockholders as soon promptly as practicable after filing the Registration Statement, make all filings Statement is declared effective under the Securities Act. Acquiror shall also take any action required to obtain all blue sky exemptions, authorizations, consents, or approvals required for be taken under any applicable Legal Requirement in connection with the issuance of Horizon common stock. (b) The parties Acquiror Common Stock in connection with the Merger, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Acquiror shall use reasonable best efforts to respond (with the assistance of the other partyCompany) as promptly as practicable to any comments of the SEC with respect thereto. Horizon shall promptly notify WBKC upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Registration Statement or Proxy Statement, as the case may be, and shall provide WBKC with copies of all correspondence between Horizon and the SEC. Horizon shall provide WBKC and its counsel with appropriate opportunity to review and comment on such response and shall incorporate all appropriate comments thereto prior to filing its response with the SEC. If prior to the Effective Time any event occurs with respect to WBKCCompany, Horizon Acquiror or any Subsidiary of WBKC Company or HorizonAcquiror, respectively, or any change occurs with respect to information supplied by or on behalf of WBKC Company or HorizonAcquiror, respectively, for inclusion in the Proxy Statement or the Registration Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, WBKC Company or HorizonAcquiror, as applicable, shall promptly notify the other of such event, and WBKC or Horizon, as applicable, each party shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable LawLegal Requirements, in disseminating the information contained in such amendment or supplement to WBKCCompany’s shareholders and to Horizon’s shareholdersstockholders. (c) Horizon shall cause the shares of Horizon Common Stock to be issued in the Merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) prior to the Effective Time.