Common use of Covenants of Parent Clause in Contracts

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoing.

Covenants of Parent. Except as expressly provided (a) Promptly after each Milestone Event has occurred (but in this Agreement, during any event within ten (10) Business Days after the period from occurrence of the date of this Agreement to the Effective Timeapplicable Milestone Event), Parent shall use commercially take all actions required to be taken by Parent to issue the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent shall take such actions as are reasonably efforts torequested by the Sponsor to evidence the issuances pursuant to Section 2(a), and including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall cause its Subsidiaries to use commercially reasonable efforts toat any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) conduct its business in the ordinary number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and usual course consistent with past practices the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and prudent banking practice; (ii) maintain the dollar values set forth in Sections 2(a) and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain Sections 4(a)-(c) shall be appropriately adjusted to provide to the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay Sponsor the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions same economic effect as contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock;such event. (d) adjustDuring the Earnout Period, splitParent shall take all reasonable efforts for Parent to remain listed as a public company on, combine and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or reclassify entering into a Contract that contemplates a Change in Control. Upon the consummation of any capital stock of Change in Control during the Earnout Period, other than as set forth in Section 4, Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent;shall have no further obligations pursuant to this Section 3(d). (e) take Except with respect to any action or fail amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to take any action this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is intended or is reasonably likely issued pursuant to result in preventing this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Merger from qualifying Code (and shall not be treated as a “reorganizationother property” within the meaning of Section 368(a) 356 of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoing).

Covenants of Parent. Except as expressly provided (a) Promptly after each Milestone Event has occurred (but in this Agreement, during any event within ten (10) Business Days after the period from occurrence of the date of this Agreement to the Effective Timeapplicable Milestone Event), Parent shall use commercially take all actions required to be taken by Parent to issue the applicable Management Earnout Shares to the Management Members as detailed on Exhibit A. (b) Parent shall take such actions as are reasonably efforts torequested by the Management Members to evidence the issuances pursuant to Section 2(a), and including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall cause its Subsidiaries to use commercially reasonable efforts toat any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) conduct its business in the ordinary number of Management Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and usual course consistent with past practices the denominator of which is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and prudent banking practice; (ii) maintain the dollar values set forth in Sections 2(a) and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain Sections 4(a)-(c) shall be appropriately adjusted to provide to the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay Management Members the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions same economic effect as contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock;such event. (d) adjustDuring the Earnout Period, splitParent shall take all reasonable efforts for Parent to remain listed as a public company on, combine and for the Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or reclassify entering into a Contract that contemplates a Change in Control. Upon the consummation of any capital stock of Change in Control during the Earnout Period, other than as set forth in Section 4, Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent;shall have no further obligations pursuant to this Section 3(d). (e) take Except with respect to any action or fail amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Management Earnout Shares pursuant to take any action this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Management Earnout Share that is intended or is reasonably likely issued pursuant to result in preventing this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Merger from qualifying Code (and shall not be treated as a “reorganizationother property” within the meaning of Section 368(a) 356 of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoing).

Covenants of Parent. Except as expressly provided in this Agreement, during the period from From the date of this Agreement to until the earlier of the Effective TimeTime and the termination of this Agreement pursuant to Section 9.1, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or except as set forth in Section 6.2 of the Parent Disclosure Letter, except as required by applicable Law or as otherwise expressly provided for in this Agreement, Parent shall use commercially reasonably efforts toshall, and shall cause its each of the Parent Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary course of business, and usual course consistent with past practices and prudent banking practice; (ii) maintain and shall use its commercially reasonable efforts to preserve intact its business organizationorganization and goodwill and relationships with all Governmental Entities, propertiesSelf-Regulatory Organizations, leasesproviders of order flow, employees customers, suppliers, licensors, licensees, distributors, business associates and advantageous others having business relationships and retain dealings with it, to keep available the services of its current officers and key employeesemployees and to maintain its current rights and franchises, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent in each case, consistent with Parent’s past practice. In addition to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without without limiting the generality of the foregoing, except as expressly set forth in Section 6.2 of the Parent Disclosure Letter or as otherwise specifically expressly provided by for in this Agreement or consented to in writing as required by the Company (such consent not to be unreasonably withheld)applicable Law, from the date hereof until the earlier of the Effective Time and the termination of this Agreement until pursuant to Section 9.1, without the Effective Timeprior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not, and shall not permit any of its Subsidiaries Parent Subsidiary to, directly or indirectly: (a) take any action that is intended amend or may reasonably be expected to result in modify any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Dateits Constituent Documents; (b) change (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its methods Securities, other than dividends or distributions by wholly-owned Parent Subsidiaries to Parent or a wholly-owned Parent Subsidiary, (ii) split, subdivide, consolidate, combine or reclassify any of accounting its Securities or issue or allot, or propose or authorize the issuance or allotment of, any other Securities or Equity Rights in effect at December 31respect of, 2023in lieu of, except or in accordance substitution for, any of its Securities or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of Parent or any Parent Subsidiary, other than (A) the acquisition or withholding by Parent of shares of Parent Common Stock in connection with changes the surrender of shares of Parent Common Stock by holders of Equity Rights in GAAP order to pay the exercise price thereof, (B) the acquisition or regulatory accounting principles as concurred withholding of shares of Parent Common Stock to satisfy Tax obligations with respect to awards granted pursuant to the Parent Stock Plans and (C) the acquisition by Parent’s independent auditorsParent of any restricted shares in connection with the forfeiture of such awards; (c) amend its certificate of incorporationissue, by-laws allot, sell, award, grant, pledge or similar governing documents otherwise encumber any Securities or Equity Rights, other than issuances of (i) Parent Common Stock in connection with Parent Equity Awards issued prior to adopt provisions the date of this Agreement pursuant to the Parent Stock Plans in accordance with their terms as in effect on the date of this Agreement, (ii) Equity Rights under the Parent Stock Plans to any newly hired or authorize actions that do not adversely affect promoted employees or to employees for retention purposes or to employees as part of the holders annual equity grant cycle, in each case, in the ordinary course of Company Common Stockbusiness consistent with past practice and (iii) any Securities of any Parent Subsidiary to Parent or any other wholly-owned Parent Subsidiary; (d) adjust(i) merge or consolidate with any Person, splitor acquire the Securities in, combine or reclassify any capital stock material amount of assets of, any other Person other than (A) transactions solely among Parent and one or more of its wholly-owned Subsidiaries or solely among Parent’s wholly-owned Subsidiaries or (B) acquisitions of inventory or equipment in the ordinary course of business, or (ii) adopt or implement a plan of complete or partial liquidation or resolution providing for or authorizing such liquidation or a dissolution, restructuring, recapitalization or other reorganization of Parent or make, declare or pay any extraordinary dividend on of the Parent Subsidiaries (other than the dissolution of any capital stock of Parentinactive Parent Subsidiary and reorganizations solely among Parent Subsidiaries); (e) (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any Proceeding relating to Taxes, (iii) make a request for a written ruling of a Taxing Authority relating to Taxes, other than any request for a determination concerning qualified status of any Parent Benefit Plan intended to be qualified under Section 401(a) of the Code, (iv) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes (v) except as required by Law, change any of its methods, policies or practices of reporting income or deductions for U.S. federal income Tax purposes from those employed in the preparation of its U.S. federal income Tax Returns for the taxable year ended December 31, 2018, (vi) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, (vii) file any material amended Tax Return or (viii) incur any liability for Taxes other than in the ordinary course of business; (f) take any action, cause any action to be taken, fail to take any action or fail to take cause any action to be taken (including any action or failure to act otherwise permitted by this Section 6.2) that is intended or is reasonably likely to result in preventing would prevent the Merger from qualifying as constituting a “reorganization” within the meaning of Tax-free reorganization under Section 368(a) and related provisions of the Code; (fg) enter into change any agreement method of accounting or accounting principles or practices by the Parent or any Parent Subsidiary, except for any such change required by a change in GAAP, required by applicable Law or required by a Governmental Entity (h) (i) transfer, abandon, allow to acquire lapse, or otherwise finally dispose of any financial institution rights to any material Parent Owned Intellectual Property, except for abandonment of provisional Patent applications or expiration of Parent Owned Intellectual Property that is subject to a registration with a Governmental Entity in accordance with the applicable statutory period, or (ii) disclose any material Trade Secrets of the Parent or any Parent Subsidiary to any Person other than the Company or its holding company or a material amount Representatives, except under confidentiality agreements in the ordinary course of assets from of any financial institution or its holding companybusiness; or (gi) authorize, or agree or commit to do do, any of the foregoing.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iiiii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iviii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.2 of the Parent Disclosure Schedule or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE Article VII of this Agreement not being satisfied or not being satisfied prior to the CutCute-Off Date; (b) change its methods of accounting in effect at December 31, 20232012, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than (i) to increase the number of shares of Parent Common Stock that Parent is authorized to issue, (ii) to enable Parent to comply with the provisions of this Agreement, (iii) to enable Parent’s Bank to comply with the provisions of the Bank Merger Agreement, (iv) to establish one or more series of Parent Preferred Stock or (v) to adopt provisions or authorize actions that do not materially and adversely affect the holders of Company Common Stock; (d) adjust, split, combine Set the record or reclassify any capital stock declaration date of Parent or make, declare or pay any extraordinary its quarterly cash dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing so as the Merger from qualifying as a “reorganization” within frustrate the meaning of Section 368(a) intention of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding companyparties set forth in Section 6.10 hereof; or (g) agree to do any of the foregoing.

Covenants of Parent. Except as expressly provided in this AgreementParent covenants and agrees that, during until the period from earlier of the date of Closing and the time that this Agreement is terminated in accordance with its terms, unless Pozen and Tribute otherwise consent in writing (to the Effective Timeextent that such consent is permitted by applicable Law), which consent shall not be unreasonably withheld, conditioned or delayed, or as is otherwise disclosed in Section 4.3 of the Parent shall Disclosure Letter, or expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law or Order: (a) the respective businesses of Parent and the Parent Material Subsidiaries will be conducted, their respective facilities will be maintained and Parent and the Parent Material Subsidiaries will continue to operate their respective businesses only in the ordinary course of business; (b) Parent will use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) to maintain and preserve intact its and its Subsidiaries’ respective business organizationorganizations, taken as a whole, material assets, material Permits, material properties, leasesmaterial rights, employees goodwill and advantageous material business relationships and retain keep available the services of its and its Subsidiaries’ respective officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on material employees as a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditorsgroup; (c) Parent will not and will not permit the Parent Material Subsidiaries to, directly or indirectly: (i) alter or amend its certificate memorandum and articles of incorporation, by-laws association or similar governing other constituent documents other than in a manner adverse to adopt provisions the Pozen Stockholders or authorize actions that do not adversely affect the holders of Company Common StockTribute Shareholders or inconsistent with this Agreement; (dii) adjustdeclare, split, combine or reclassify any capital stock of Parent or make, declare set aside or pay any extraordinary dividend on or make any distribution or payment or return of capital stock in respect of any of its equity securities, except, in the case of wholly-owned Parent Subsidiaries, for dividends payable to Parent or among wholly-owned Subsidiaries of Parent; (eiii) take any action split, divide, consolidate, combine or fail to take any action that is intended or is reasonably likely to result in preventing reclassify the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the CodeParent Shares; (fiv) enter into any agreement to acquire any financial institution or its holding company or a amend the material amount of assets from terms of any financial institution equity securities of Parent; (v) adopt a plan of liquidation or its holding companyresolution providing for the liquidation or dissolution of Parent; or (gvi) agree to do any of the foregoing. (d) Parent will promptly notify Pozen and Tribute in writing of the occurrence of any event which would have a Material Adverse Effect with respect to Parent or Parent Material Subsidiaries. (e) Parent will register the Parent Shares pursuant to Section 12(b) of the 1934 Exchange Act. (f) Parent will cooperate with Pozen to prepare and file the Form S-4 with the SEC and with Tribute to prepare and file the Tribute Circular. Nothing in this Section 4.3 shall give Pozen, Tribute or any of their respective Subsidiaries the right to control, directly or indirectly, the operations or the business of Parent or any of its Subsidiaries at any time prior to the Closing.

Covenants of Parent. Except (a) Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the Effective Time, Parent agrees as to itself and its Subsidiaries that (except as expressly provided in contemplated or permitted by this Agreement, including the Parent Disclosure Schedules, or as required by applicable law or a Governmental Entity of competent jurisdiction or to the extent that the Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed) Parent and its Subsidiaries shall carry on their respective businesses in the ordinary and usual course of business, consistent with past practice and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use reasonable best efforts to preserve intact their respective current business organizations, use reasonable best efforts to keep available the services of their respective current directors, officers, employees, independent contractors and consultants and preserve their relationships with those persons, customers, suppliers and vendors having business dealings with them to the end that their respective goodwill and ongoing business shall be unimpaired at the Effective Time and without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Article VII hereof or the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect except as expressly contemplated or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under permitted by this Agreement, and (iv) take no action which would materially adversely affect or materially delay including the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoingDisclosure Schedules, or as otherwise specifically provided required by this Agreement applicable law or consented a Governmental Entity of competent jurisdiction or to in writing by the extent that the Company (such shall otherwise consent in writing, which consent shall not to be unreasonably withheld), from the date of this Agreement until the Effective Timewithheld or delayed, Parent shall not, and shall not permit any of cause its Subsidiaries not to: (ai) take (A) declare, set aside or pay any action that is intended dividends on, or may reasonably be expected to result make any other distributions in respect of capital stock of Parent or any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023Subsidiaries, except for dividends or other distributions made by Parent in accordance the ordinary course of business consistent with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; past practices, (cB) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify capital stock of Parent or any of its Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of Parent or any of its Subsidiaries, (C) purchase, redeem or otherwise acquire any shares of capital stock or any other securities of Parent or any of its Subsidiaries, (D) pay or set aside a "sinking fund" for the payment of any principal amount of outstanding debt securities of Parent or any of its Subsidiaries, or (E) consummate or enter into an agreement to recapitalize Parent or any of its Subsidiaries; (ii) issue, deliver, sell, transfer, pledge or otherwise encumber or subject to any Lien any shares of capital stock of Parent or any of its Subsidiaries, any other voting securities or any securities convertible into, or any rights, warrants, options or calls to acquire, any capital stock of Parent or makeany of its Subsidiaries; (iii) amend the Parent Memorandum of Association, declare Parent Articles of Association or pay any extraordinary dividend on similar governing documents of any capital stock Subsidiary of Parent; (eiv) reincorporate the jurisdiction of Parent from the Cayman Islands; (v) merge, consolidate or reorganize Parent or any of its Subsidiaries with any other person (other than the Merger of Merger Sub with and into the Company); (vi) form, join, participate or agree to form, join or participate in the business, operations, sales, distribution, or development of any other person or contribute assets, employees, cash or customers or other resources to any such arrangement, other than in the ordinary course of business consistent with past practices; (vii) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of, or by any other manner, any business or any person, other than purchases of raw materials or supplies in the ordinary course of business consistent with past practice; (viii) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets, other than sale of inventories and other Hydrocarbons in the ordinary course of business consistent with past practices; (ix) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities, warrants, calls or other rights to acquire any debt securities of Parent or any of its Subsidiaries or any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the ordinary course of business consistent with past practice or (B) make any loans, advances or capital contributions to, or investments in, any other person; (x) make, commit or otherwise agree to make any capital expenditure or expenditures, or enter into any agreement or agreements providing for payments which, individually, are in excess of $3 million or, in the aggregate, are in excess of $5 million; (xi) settle or compromise or agree to settle or compromise any Tax liability or make any Tax election; (xii) pay, discharge, settle or satisfy any material claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practices; (xiii) enter into, adopt or amend in any material respect or terminate any benefit plan or similar policy or agreement involving Parent or any of its Subsidiaries and one or more of their respective directors, officers, employees or agents; (xiv) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not materially increase benefits or compensation expenses of Parent or its Subsidiaries, or by the terms of any employment agreement or other arrangement in existence on the date hereof which have been set forth on the Parent Disclosure Schedule, increase the compensation of any director, officer, employee or agent of or consultant to Parent or its Subsidiaries or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person; (xv) transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Intellectual Property of Parent or its Subsidiaries other than in the ordinary course of business consistent with past practice; (xvi) change in any respect its method of Tax accounting or Tax practice, or its accounting policies, methods or procedures; (xvii) enter into any agreement with any director, officer, employee or stockholder of Parent or its Subsidiaries or amend, modify or change the terms and conditions of any such agreement; (xviii) modify, amend, alter or change terms, provisions or rights and obligations of any Parent Material Agreement; (xix) take any action or omit to take any action which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent; (xx) take any action or omit to take any action which would reasonably be expected to materially delay or materially adversely affect the ability of any of the parties to obtain any approval of any Governmental Entity required to consummate the transactions contemplated hereby; (xxi) take any action that would prevent or impede the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code or fail to take any action that is intended or is reasonably likely necessary to result in preventing permit the Merger from qualifying to qualify as such a “reorganization” within the meaning of Section 368(a) of the Code; (fxxii) enter into take any agreement action that would cause the representations and warranties set forth in Section 3.1 hereof to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; orno longer be true and correct; (gxxiii) authorize, or commit or agree to do take, any of the foregoingforegoing actions.

Covenants of Parent. Except as expressly provided (a) Promptly after each Milestone Event has occurred (but in this Agreement, during any event within ten (10) Business Days after the period from occurrence of the date of this Agreement to the Effective Timeapplicable Milestone Event), Parent shall use commercially take all actions required to be taken by Parent under the Earnout Escrow Agreement to provide for the release of the applicable Sponsor Earnout Shares to the Sponsor. (b) Parent shall take such actions as are reasonably efforts torequested by the Sponsor to evidence the issuances pursuant to Section 2(a), and including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (c) In the event Parent shall cause its Subsidiaries to use commercially reasonable efforts toat any time during the Earnout Period pay any dividend on Class A Parent Common Stock by the issuance of additional shares of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Class A Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) conduct its business in the ordinary number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Class A Parent Common Stock (including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and usual course consistent with past practices the denominator of which is the number of shares of Class A Parent Common Stock that were outstanding immediately prior to such event, and prudent banking practice; (ii) maintain the dollar values set forth in Sections 2(a)(iii)(A)-(C) and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain Sections 4(a)-(c) shall be appropriately adjusted to provide to the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay Sponsor the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions same economic effect as contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock;such event. (d) adjustDuring the Earnout Period, splitParent shall take all reasonable efforts for Parent to remain listed as a public company on, combine and for the Class A Parent Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or reclassify entering into a Contract that contemplates a Change in Control. Upon the consummation of any capital stock of Change in Control during the Earnout Period, other than as set forth in Section 4, Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent;shall have no further obligations pursuant to this Section 3(d). (e) take Except with respect to any action or fail amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Sponsor Earnout Shares pursuant to take any action this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. Any Earnout Share that is intended or is reasonably likely issued pursuant to result in preventing this Agreement shall be treated as eligible for non-recognition treatment under Section 354 of the Merger from qualifying Code (and shall not be treated as a “reorganizationother property” within the meaning of Section 368(a) 356 of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoing).

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from From the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section ‎6.1, unless the prior written consent of Company shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), and except as otherwise expressly contemplated herein or as set forth in Parent’s Disclosure Schedule, Parent covenants and agrees that it shall and shall cause each of the Parent Subsidiaries to (x) operate its business only in the ordinary course consistent with past practice, and (y) use its reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises; provided, that the foregoing shall not prevent any Parent Entity from acquiring, discontinuing or disposing of any of its Assets or business if such action (A) would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, and shall (B) is, in the judgment of Parent, desirable in the conduct of the business of the Parent Entities. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section ‎6.1, Parent further covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries toto do or agree or commit to do, any of the following without the prior written consent of Company, which consent shall not be unreasonably withheld, delayed or conditioned, or as otherwise contemplated herein or in the Parent Disclosure Schedule: (a) take amend the Organizational Documents of Parent or any action Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that is intended would adversely affect the Company or may reasonably be expected the holders of Company Common Stock relative to result in any other holders of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off DateParent Common Stock; (b) change its methods repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course consistent with past practice under all “employee benefit plans” (as defined in ERISA) of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by any Parent Entity and other than pursuant to the conversion of Parent’s independent auditorsconvertible notes governed by that certain indenture dated as of January 30, 2013 between Parent and ▇▇▇▇▇ Fargo Bank, National Association, as trustee), directly or indirectly, more than ten percent (10%) of the current outstanding shares, or any securities convertible into any shares, of the capital stock of any Parent Entity, or declare or pay any dividend or make any other distribution in respect of Parent’s capital stock; (c) amend its certificate adopt a plan of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stockliquidation; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action action, or knowingly fail to take any action, which action that is intended or is failure to act prevents or materially impedes, or would reasonably likely be expected to result in preventing prevent or materially impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (fe) except for and excluding issuances contemplated by this Agreement, agreements disclosed in the Parent SEC Reports or pursuant to the exercise of stock options or other Equity Rights outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof, issue, sell, pledge, encumber, authorize the issuance of, enter into any agreement Contract to acquire issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding shares or Equity Rights representing more than twenty percent (20%) of the current outstanding shares of Parent Common Stock, or any financial institution or its holding company or a material amount of assets from other capital stock of any financial institution Parent Entity (on an as-converted basis) whether by sale, transfer, merger, tender offer, share exchange, business combination, reorganization, recapitalization or its holding companyotherwise; provided, however, that this Section 4.3 shall not prohibit Parent from issuing any securities (i) for cash or (ii) to acquire, directly or indirectly, any Assets or another business; (f) take any action that would reasonably be expected to result in any of the conditions to the merger set forth in ‎Article 5 not being satisfied; or (g) agree to do take, make any commitment to take, or adopt any resolutions of Parent’s board of directors in support of, any of the foregoingactions prohibited by this Section ‎4.3.

Covenants of Parent. From the date hereof until the occurrence of the earlier of (i) the Effective Time or (ii) termination of this Agreement pursuant to Section 9.1 hereof, Parent agrees that: Section 6.1. Conduct of Business of Parent Pending the Effective Time. Except as expressly provided in this Agreement, during the period from the date of permitted or contemplated by this Agreement to or by the Effective TimeParent Disclosure Schedule, Parent shall use commercially reasonably efforts toshall, and shall cause its each of the Parent Subsidiaries to use commercially reasonable efforts to, (i) conduct its business their operations in the ordinary and usual course of business consistent with past practices practice and prudent banking practice; (ii) maintain and use its reasonable efforts to preserve intact its their respective business organizationorganizations' goodwill, properties, leases, employees and advantageous business relationships and retain keep available the services of its their respective present officers and key employees, (iii) take no action which would materially adversely affect or materially delay and preserve the ability of the Company or Parent to perform it covenants goodwill and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restrictionbusiness relationships with those having business relationships with them. Without limiting the generality of the foregoing, or and except as otherwise specifically provided permitted by this Section 6.1 or the other terms of this Agreement or consented to in writing as specifically contemplated by the Company (such consent not Parent Disclosure Schedule, prior to be unreasonably withheld), from the date of this Agreement until the Effective Time, without the consent of the Company, which consent shall not be unreasonably withheld, Parent shall will not, and shall will cause each of the Parent Subsidiaries not permit any of its Subsidiaries to: (a) take amend or propose to amend their respective organizational documents; or split, combine or reclassify their outstanding capital stock or declare, set aside or pay any action that is intended dividend or may reasonably be expected distribution in respect of any capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except for dividends and distributions paid by the Parent Subsidiaries to result in any of the conditions other Parent Subsidiaries or to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off DateParent; (b) change its methods (i) issue, sell, pledge or dispose of, or agree to, authorize or propose the issuance, sale, pledge or disposition of, any additional shares of, or any options, warrants or rights of accounting in effect at December 31any kind to acquire any shares of, 2023their capital stock of any class, except any debt or equity securities convertible into or exchangeable for such capital stock or any other equity related right (including any phantom stock or SAR rights), other than (x) any such issuance pursuant to options, warrants, rights, agreements or convertible securities outstanding as of the date hereof in accordance with changes their terms, (y) any issuance in GAAP connection with the acquisition of the equity or regulatory accounting principles assets of a business or the affiliation with any physician or physician group contemplated by subsection (ii) below, provided that any such issuance does not represent more than 40% of the total consideration paid in connection with such acquisition or affiliation or (z) any issuance of options to purchase common stock pursuant to existing employee benefit plans of Parent consistent with past practices, which issuances under the foregoing (y) and (z) in the aggregate do not exceed 4,500,000 shares; (ii) acquire or agree to acquire, or affiliate or agree to affiliate with, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner (whether through a management agreement or otherwise), any business or any corporation, partnership, association, physician group or other business organization or division thereof or otherwise acquire or agree to acquire any assets in each case which are material, individually or in the aggregate, to the Parent and the Parent Subsidiaries taken as concurred a whole; provided, however, that the foregoing shall not restrict the Parent or any Parent Subsidiary from entering into any such acquisition transaction or affiliation transaction in which the aggregate value of the consideration paid therein shall be less than $50 million provided that the aggregate value of all acquisition and affiliation transactions entered into by Parent and the Parent Subsidiaries pursuant to the preceding proviso shall not exceed $150 million; (iii) sell (including by sale-leaseback), lease, pledge, dispose of or encumber any assets or interests therein, which are material, individually or in the aggregate, to Parent and the Parent Subsidiaries taken as a whole, other than in the ordinary course of business and consistent with past practice; (iv) incur or become contingently liable with respect to any material indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities or otherwise incur any material obligation or liability (absolute or contingent) other than indebtedness in the ordinary course of business and consistent with past practice or in connection with those acquisition or affiliation transactions contemplated by Parent’s independent auditorssubsection (ii) above; (v) redeem, purchase, acquire or offer to purchase or acquire any (x) shares of its capital stock or (y) long-term debt other than as required by governing instruments relating thereto; or (vi) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (c) enter into or amend its certificate any employment, severance, special pay arrangement with respect to termination or employment or other arrangements or agreements with any directors, officers or key employees, except for (i) normal or budgeted salary increases, merit bonuses and annual bonuses; (ii) arrangements in connection with employee transfers, (iii) agreements with new employees, in the case of incorporation(i), by-laws (ii) or similar governing documents other than (iii), in the ordinary course of business consistent with past practice or (iv) agreements to adopt provisions or authorize actions that do pay bonuses, not adversely affect to exceed $1,000,000 in the holders aggregate, to key employees for the purpose of Company Common Stockretaining such employees through the Effective Date; (d) adjustadopt, splitenter into or amend any, combine or reclassify become obligated under any capital new bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of Parent any employee or makeretiree, declare except in the ordinary course of business consistent with past practice or pay any extraordinary dividend on any capital stock of Parentas required to comply with changes in applicable law occurring after the date hereof; (e) make any commitment or enter into any material contract or agreement providing for expenditures by Parent in excess of $200,000, except in the ordinary course of business consistent with past practice; (f) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Parent Subsidiary; (g) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it; (h) revalue any of its assets, including, without limitation, writing down the value of its inventory or writing off notes or accounts receivable, other than in the ordinary course of business; (i) make any material tax election or settle or compromise any material income tax liability; (j) pay, or agree to pay, in excess of $100,000 in connection with the settlement or compromise of any pending or threatened suit, action or claim; (k) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $100,000, other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of the Parent of incurred in the ordinary course of business consistent with past practice; (l) except in connection with the exercise of its fiduciary duties by the Board of Directors of the Parent as set forth in Section 7.3, waive, redeem, amend or allow to lapse any term or condition of the Parent Rights Agreement or any material confidentiality or "standstill" agreement to which the Parent or any Parent Subsidiary is a party; (m) take any action or fail to take any action that is intended it knows would jeopardize qualification of the merger as a reorganization within the meaning of Section 368 of the Code; or (n) take or agree to take any of the foregoing actions or any action that is reasonably likely to result in preventing any of its representations and warranties set forth in this Agreement becoming untrue, or in the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoingconditions to the Merger set forth in Article VIII not being satisfied or adversely affect the ability of Parent to account for the Merger as a pooling-of-interests.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, (a) From and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from after the date of this Agreement until the earlier of the Effective TimeTime or termination of this Agreement in accordance with its terms, and except as (i) expressly contemplated or required by this Agreement, (ii) set forth in Section 4.2 of the Parent Disclosure Letter, (iii) required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization intact and maintain its existing relations and goodwill with tenants, operators, service providers and development or joint venture partners, and shall maintain the status of Parent as a REIT. (b) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except as (i) expressly contemplated or required by this Agreement, (ii) set forth in Section 4.2 of the Parent Disclosure Letter, (iii) required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall not permit any of its Subsidiaries to:, do any of the following (it being understood that if any action or inaction is permitted by any clause under this Section 4.2(b) such action or inaction shall be deemed permitted pursuant to Section 4.2(a)): (ai) take amend any action of the Organizational Documents of Parent or any of its Significant Subsidiaries or waive any provision thereunder or, to the extent adversely affecting the rights of the Company hereunder, amend any of the Organizational Documents of Parent’s Subsidiaries (other than its Significant Subsidiaries) or waive any provision thereunder; (ii) split, combine, subdivide or reclassify any shares of capital stock or other equity interests of Parent or any of its Subsidiaries that is intended not a wholly-owned Subsidiary of Parent; (iii) enter into any new material line of business or may form or enter into a material partnership, joint venture, strategic alliance or similar arrangement with a third party; (iv) declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of Parent or any of its Subsidiaries or other equity securities or ownership interests in Parent or any of its Subsidiaries, except for (A) the declaration and payment by Parent of dividends, payable quarterly with declaration, record and payment dates consistent with past practice, at a rate not to exceed a quarterly rate of $0.43 per share of Parent Common Stock, (B) the declaration and payment by Parent of dividends pursuant to the terms of the Series A Parent Preferred Stock, and (C) the declaration and payment of dividends or other distributions to Parent by any direct or indirect wholly owned Subsidiary of Parent (or, with respect to any non-wholly-owned Subsidiary, on a pro rata basis based on Parent’s ownership of such Subsidiary); provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 4.2(b)(iv), Parent and any of its Subsidiaries shall, subject to Section 5.10, be permitted to make distributions, including under Section 858 or Section 860 of the Code, reasonably necessary for Parent or any of its Subsidiaries that is qualified as a REIT under the Code as of the date hereof to maintain its qualification as a REIT under the Code or applicable state Law and avoid the imposition of any entity level income or excise Tax under the Code or applicable state Law (any such distribution described in this proviso, a “Special Parent Distribution”); (v) except for (A) issuances of shares of Parent Common Stock upon the exercise or settlement of Parent equity awards outstanding as of the execution hereof or issued or granted in accordance with the terms of this Agreement, in each case in accordance with the terms of the applicable Parent Equity Plan (as in effect on the date of this Agreement) and awards, (B) grants of Parent equity awards made in the ordinary course of business consistent with past practice and (C) issuances by a wholly owned Subsidiary of its capital stock to its direct or indirect parent or to another wholly owned Subsidiary of Parent, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of Parent’s capital stock or other equity interests or that of a Subsidiary of Parent, any Voting Debt, any stock appreciation rights, stock options, restricted shares or other equity-based awards (whether discretionary, formulaic or automatic grants and whether under the Parent Equity Plans or otherwise) or any securities convertible into or exercisable or exchangeable for, or any rights, warrants or options to acquire, any such shares or equity interests or Voting Debt, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, such shares or other equity interests or Voting Debt, or enter into any agreement with respect to any of the foregoing; (vi) repurchase, redeem or otherwise acquire, or permit any Subsidiary of Parent to redeem, purchase or otherwise acquire any shares of its capital stock or other equity interests or any securities convertible into or exercisable for any shares of its capital stock or other equity interests, except for (A) acquisitions of shares of Parent Common Stock tendered by holders of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards as in effect from time to time in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto or (B) with respect to the equity of any wholly owned Subsidiary of Parent repurchased, redeemed or otherwise acquired by Parent or any of its Subsidiaries; (vii) enter into or adopt a plan of merger, liquidation, consolidation, dissolution, recapitalization, conversion or reorganization or resolutions providing for or authorizing a merger, liquidation, consolidation, dissolution, recapitalization, conversion or reorganization, including any bankruptcy related action or reorganization, in each case other than (A) transactions solely between or among Parent or wholly owned Subsidiaries of Parent and (B) liquidations or dissolutions of immaterial Subsidiaries of Parent; (viii) (A) acquire, by merging or consolidating with, by purchasing an equity interest in or assets of, by forming a partnership or joint venture with, or by any other manner, any real property, any personal property, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (except for assets not prohibited from being acquired pursuant to clause (xix) below) or (B) make any material loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, in each case other than (I) Acquisitions (x) that would not reasonably be expected to result materially delay, impede or prevent the consummation of the transactions contemplated by this Agreement in the manner contemplated by this Agreement, and (y) for which the fair market value of the total consideration paid by Parent and its Subsidiaries in such Acquisitions does not exceed $50,000,000 individually, or $250,000,000 in the aggregate, (II) transactions solely between or among Parent and/or wholly owned Subsidiaries of Parent, (III) loans or advances required to be made under any Parent Lease or any Contract entered into in connection therewith in the ordinary course of business, (IV) to fund development commitments listed on Section 4.1(b)(viii)of the Parent Disclosure Schedule or made by Parent, in its reasonable judgment after consultation with the Company, based on a good faith belief by Parent that such loan or advance is reasonably likely to be in the best interests of preserving the value of Parent’s assets, (V) acquisition of immaterial assets in the ordinary course of business consistent with past practice and (VI) after consultation with the Company, loans or advances to tenants of Parent or any of its Subsidiaries that are intended by Parent to preserve some or all of the conditions value of the applicable Parent Lease, provided that such loans or advances shall not exceed $50,000,000 in the aggregate; (ix) sell, pledge, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, or agree to any option that would require a sale or other transfer of, any property or assets, or voluntarily exercise any sale rights, except (A) pledges and encumbrances on property and assets in the Merger set forth ordinary course of business and that would not be material to any Parent Property or any other assets of Parent or any of its Subsidiaries, (B) with respect to property or assets with a fair market value of less than $50,000,000 individually and $250,000,000 in ARTICLE VII the aggregate, (C) transactions solely between or among wholly owned Subsidiaries of Parent, (D) sales required by existing purchase rights or options existing on the date of this Agreement not being satisfied or not being satisfied and made available to the Company prior to the Cut-Off Datedate of this Agreement and (E) sales of immaterial assets in the ordinary course of business consistent with past practice; (bx) incur, create, assume, refinance, prepay or replace any Indebtedness or issue or amend or modify the terms of any debt securities or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Subsidiary of Parent), except (A) Indebtedness incurred under Parent’s existing revolving credit facility (1) for working capital purposes in the ordinary course of business, (2) in connection with acquisitions not prohibited by clause (viii) above or (3) to fund dividends Parent is permitted to pay under the terms of this Agreement, (B) Indebtedness of any wholly owned Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent, (C) the refinancing of any existing Indebtedness of Parent or any of its Subsidiaries to the extent that (1) the material terms and conditions of any newly incurred Indebtedness are reasonable market terms and (2) the aggregate principal amount of such Indebtedness is not increased as a result of such refinancing and (D) the prepayment of any Indebtedness in connection with any transaction permitted under Section 4.2(b)(ix) hereinabove; (xi) change its methods of accounting in effect at December 31, 2023or accounting policies, except as required by the SEC or by changes in GAAP (or any interpretation thereof) or in applicable Law; (xii) except in the ordinary course of business, enter into, renew, modify, amend or terminate, waive, release, compromise or assign any rights or claims under, any Parent Material Contract (or any Contract that, if existing as of the date of this Agreement, would be a Parent Material Contract), except for (A) any action permitted under clauses (A) through (D) of Section 4.2(b)(x) or under Section 4.2(b)(viii),or Section 4.2(b)(ix) or Section 4.2(b)(xiii) or (B) any termination or renewal in accordance with changes in GAAP the terms of any existing Parent Material Contract that occurs automatically without any action by Parent or regulatory accounting principles as concurred with by Parent’s independent auditorsany of its Subsidiaries; (cxiii) enter into, renew, modify, amend or terminate, waive, release, compromise or assign any rights or claims under, any Parent Lease (or any lease for real property that, if existing as of the date hereof, would be a Parent Lease), except for (A) after consultation with the Company, entering into any new lease or renewing any Parent Lease in the ordinary course of business on market terms so long as such new lease or Parent Lease, as applicable, complies with applicable REIT requirements and contemplates aggregate annual rent of not more than $1 million per year, (B) after consultation with the Company, modifications, amendments, waivers, releases or compromises made in the ordinary course of business and that are not reasonably expected to be detrimental the business of Parent in any material respect, (C) after consultation with the Company, terminating any Parent Lease as a result of a default by the counterparty to such Parent Lease (in accordance with the terms of such Parent Lease and subject to any applicable cure period therein), (D) any termination or renewal in accordance with the terms of any existing Parent Lease that occurs automatically without any action by Parent or any of its certificate Subsidiaries or (E) any modification, amendment or termination of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stocka Parent Lease in connection with any transaction permitted under Section 4.2(b)(ix) hereinabove; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (exiv) take any action that would, or fail to take any action that is intended which failure would, reasonably be expected to cause (A) Parent to fail to qualify as a REIT, (B) a change in the status, for U.S. federal income tax purposes, of any Subsidiary of Parent as a partnership, disregarded entity, qualified REIT subsidiary, taxable REIT subsidiary or is reasonably likely to result in preventing REIT, as the case may be or (C) the Merger from qualifying to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code; (fxv) make, change or rescind any material election relating to Taxes, change a material method of Tax accounting, amend any material Tax Return, settle or compromise any material federal, state, local or foreign Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, or surrender any right to claim any material refund of Taxes, except in each case as necessary or appropriate to (A) preserve Parent’s qualification as a REIT under the Code, or (B) continue to comply with applicable Tax Laws in the ordinary course of business and in a manner consistent with prior practice, including the settlement of non-income Tax assessments or liabilities up to an aggregate amount of $100,000 or (C) preserve the status of any Subsidiary of Parent as a partnership, disregarded entity, qualified REIT subsidiary, taxable REIT subsidiary or a REIT, as the case may be, for U.S. federal income tax purposes; (xvi) waive, release, assign, settle or compromise any claim, action, litigation, arbitration or proceeding (other than the litigation that is the subject of Section 5.14), other than waivers, releases, assignments, settlements or compromises that (A) with respect to the payment of monetary damages, involve only the payment of monetary damages by Parent or any of its Subsidiaries (excluding any portion of such payment payable under an existing property-level insurance policy) by Parent or any of its Subsidiaries that do not exceed $1,000,000 individually or $5,000,000 in the aggregate, (B) do not involve the imposition of injunctive relief against Parent or any of its Subsidiaries, and (C) do not provide for any admission of any liability by Parent or any of its Subsidiaries; (xvii) except as required by a Parent Benefit Plan, grant any new equity-based awards to any current or former directors, officers, employees or other individual service providers of Parent or any of its Subsidiaries, other than any equity-based awards granted in the ordinary course of business consistent with past practice (including in connection with annual bonus awards for employees who have previously elected to receive their annual bonus opportunity in the form of an equity-based award); (xviii) enter into any agreement to acquire Contract with, or engage in any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do transaction with, any of its Affiliates (other than its Subsidiaries), directors, officers or stockholders (or Affiliates of the foregoing.

Covenants of Parent. Except Parent covenants and agrees as expressly provided in this Agreementto itself and its Subsidiaries (as applicable) that, during the period from the date of this Agreement to hereof and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, except as described in Section 6.2 of the Parent Disclosure Schedules, as required by Law or to the extent the Company shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practicable: (a) Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business only in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to (i) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with past practices customers, suppliers, distributors, creditors, lessors, employees and prudent banking practice; business associates, (ii) maintain and preserve intact its business organization, properties, leases, employees keep material properties and advantageous business relationships assets in good repair and retain the services of its officers condition and key employees, (iii) take no action maintain in effect all material governmental permits pursuant to which such party or any of its Significant Subsidiaries currently operates; (b) Parent shall not (i) amend its Memorandum or Articles of Association or the comparable governing instruments of any of its Subsidiaries except for such amendments that would materially adversely affect not prevent or materially delay impair the ability consummation of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement Agreement; (ii) split, combine or consented reclassify its outstanding shares of capital stock without adjusting the Merger Consideration pursuant to Section 3.3; or (iii) declare, set aside or pay any dividend payable in writing by cash, stock or property in respect of any capital stock (other than dividends from its direct or indirect wholly-owned Subsidiaries to it or a wholly-owned Subsidiary and other than the Company declaration and payment of regular quarterly dividends consistent with past practice); (c) Parent shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other similar reorganization of such consent not to be unreasonably withheld), from the date party or any of this Agreement until the Effective Time, its Significant Subsidiaries; (d) Parent shall not, and nor shall not it permit any of its Subsidiaries to: (a) , take any action that is intended or may would reasonably be expected to (a) result in any representation or warranty of such party set forth in this Agreement that are qualified by materiality or Material Adverse Effect becoming untrue, (b) result in any such representations and warranties that are not so qualified becoming untrue in any material respect, (c) result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement Article VIII not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine otherwise prevent or reclassify any capital stock materially impair or delay the ability of Parent or make, declare or pay any extraordinary dividend such party to consummate the transactions on any capital stock of Parentthe terms contemplated by this Agreement; (e) take any action Parent shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to maintain with financially responsible insurance companies (or fail to take any action that is intended or is reasonably likely to result through self insurance) insurance in preventing such amounts and against such risks and losses as are consistent with the Merger from qualifying as a “reorganization” within insurance maintained by such party and its Subsidiaries in the meaning ordinary course of Section 368(a) of the Code;business consistent with past practice; and (f) Neither Parent nor any of its Subsidiaries will authorize or enter into any an agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of anything prohibited by the foregoing.

Covenants of Parent. Except Parent covenants and agrees as expressly provided in this Agreementto itself and its Subsidiaries (as applicable) that, during the period from and after the date of this Agreement to hereof and continuing until the Effective Time, except as required by this Agreement, as described in Section 6.2 of the Parent Disclosure Letter, as required by applicable Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Parent and its Subsidiaries shall use commercially reasonably their respective reasonable best efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business in the ordinary organization intact and usual course consistent maintain its existing relations and goodwill with past practices customers, suppliers, distributors, creditors, lessors, employees and prudent banking practice; business associates, (ii) maintain and preserve intact its business organization, properties, leases, employees keep material properties and advantageous business relationships assets in good repair and retain the services condition and (iii) maintain in effect all material governmental permits pursuant to which such party or any of its officers and key employeesSubsidiaries currently operates; (b) neither Parent nor its Subsidiaries shall (i) amend its Organizational Documents or any of the Organizational Documents of any of its Subsidiaries except for such amendments that would not prevent or materially impair the consummation of the transactions contemplated by this Agreement, (ii) declare, set aside or pay any dividends or make any distributions (whether payable in cash, stock or property) in respect of any capital stock, (iii) take no action which would materially adversely affect split, combine or materially delay reclassify its outstanding shares of capital stock without adjusting the ability of the Company or Parent Merger Consideration pursuant to perform it covenants and agreements on a timely basis under this AgreementSection 3.4, and (iv) take no action which would materially adversely affect authorize or materially delay issue additional shares or new classes of stock, except for issuances of shares of Parent Common Stock in connection with the ability exercise of Parent Options in the Company ordinary course of business or Parent in connection with grants of equity compensation to obtain any necessary approvalsits employees, consents or waivers officers, directors and consultants in the ordinary course of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoingits business, or as (v) repurchase, redeem or otherwise specifically provided by this Agreement acquire any shares of its capital stock or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date any securities convertible into or exchangeable or exercisable for any shares of this Agreement until the Effective Time, Parent shall not, and shall not its capital stock or permit any of its Subsidiaries to: (a) take to purchase or otherwise acquire, any action that is intended shares of its capital stock or may reasonably be expected to result in any securities convertible into or exchangeable or exercisable for any shares of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditorscapital stock; (c) amend neither Parent nor any of its certificate Subsidiaries shall adopt a plan of incorporationliquidation or dissolution; (d) neither Parent nor any of its Subsidiaries shall incur, by-laws assume or similar governing documents guarantee any indebtedness in excess of $100,000,000; (e) neither Parent nor any of its Subsidiaries shall, by any means, make any acquisition of, or investment in, assets or stock (whether by way of merger, consolidation, tender offer, share exchange or other than activity) in any transaction or any series of transactions (whether or not related) for an aggregate purchase price or prices, including the assumption of any debt, in excess of $100,000,000 in the aggregate in any calendar year; provided that in no event may Parent enter into any such acquisition or investment that, alone or together with all other acquisitions or investments, would reasonably be likely to adopt provisions materially delay or authorize actions prevent the consummation of the transactions contemplated hereby; (f) Parent shall not enter into a new line of business that do not adversely affect the holders is, or is reasonably likely to be, material to Parent and materially different from Parent’s existing businesses; (g) neither Parent nor its Subsidiaries shall, by any means, acquire any shares of Company Common Stock; (dh) adjust, split, combine Parent shall not take or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail cause to take be taken any action that is intended would reasonably be expected to materially delay, impair or is reasonably likely to result in preventing prevent the consummation of the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;or other transactions contemplated hereby; and (fi) neither Parent nor any of its Subsidiaries will authorize or enter into any an agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of anything prohibited by the foregoing.

Covenants of Parent. Except as expressly provided in this Agreement, during During the period from the date of this Agreement to and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent agrees as to itself and its respective Subsidiaries (except to the extent that the Company shall use commercially reasonably efforts tootherwise consent in writing, and which consent shall cause its Subsidiaries not be unreasonably withheld or delayed), to use commercially reasonable efforts to, (i) conduct carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and usual course Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and prudent banking practice; (ii) maintain and policies to preserve intact its present business organization, properties, leases, employees and advantageous business relationships and retain keep available the services of its present officers and key employeesemployees and preserve its relationships with customers, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreementsuppliers, distributors, and (iv) take no action which would materially adversely affect or materially delay others having material business dealings with it. Parent shall promptly notify the ability of the Company or Parent to obtain any necessary approvals, consents or waivers other party of any Governmental Entity material event or third party required for occurrence not in the transactions ordinary course of business of Parent. Except as expressly contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to as set forth in writing by Section 5.02 of the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective TimeParent Disclosure Letter, Parent shall not, not (and shall not permit any of its respective Subsidiaries to:), without the written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) take Accelerate, amend or change the period of exercisability or vesting of warrants, options, stock purchase rights, restricted stock or other stock awards granted under the Parent Stock Plans or authorize cash payments in exchange for any warrants, options, stock purchase rights, restricted stock or other stock awards granted under the Parent Stock Plans, except as required by the terms of such plans or any related agreements in effect as of the date of this Agreement; (b) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants at a price not greater than the then current fair market value in accordance with agreements providing for the repurchase of shares in connection with any termination of service to such party; (c) Grant, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock (including Parent Common Stock held in treasury) or securities convertible into shares of its capital stock, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than (i) the issuance of shares of Parent Common Stock pursuant to the exercise of options, warrants, convertible securities, stock purchase rights, restricted stock or other stock awards outstanding on the date of this Agreement, or granted, issued or awarded after the date of this Agreement in accordance with this subsection (c), or pursuant to Parent’s Employee Stock Purchase Plan and (ii) if the Closing shall not have occurred prior to January 1, 2005, grants of stock options pursuant to the Parent Stock Plans (“Parent Stock Options”) to acquire up to an aggregate of 110% of the aggregate number of shares of Parent Common Stock underlying Parent Stock Options granted in 2004, with an exercise price per share of Parent Common Stock no less than the fair market value of a share of Parent Common Stock as of the date of grant; (d) Acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or any of the assets of, or by any other manner, any business or any corporation, partnership or other business organization or division, or otherwise acquire or agree to acquire any assets (other than inventory and other items in the ordinary course of business), except for all such acquisitions involving aggregate consideration of not more than $50 million; (e) Except for transactions among Parent and its Subsidiaries, redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock other than in connection with the exercise of outstanding Parent Stock Options pursuant to the terms of the Parent Stock Plans and the relevant written agreements evidencing the grant of such Parent Stock Options; (f) Sell, lease, license or otherwise dispose of any of its properties or assets, other than (i) sales or dispositions of assets in the ordinary course of business or as may be required by applicable Law, (ii) sales of inventory and other current assets, (iii) sales or dispositions of assets in one or a series of related transactions having an aggregate value of $25 million or less or (iv) divestitures pursuant to Section 6.05; (g) (i) Increase or agree to increase the compensation or benefits payable or to become payable to the officers or employees of Parent or any of its Subsidiaries, except (A) for increases in salary or wages of such officers or employees in the ordinary course of business in accordance with past practices (including bonuses), (B) pursuant to contractual arrangements in effect on the date of this Agreement, (C) in connection with the assumption by such officer or employee of material new or additional responsibilities or (D) to respond to offers of employment made by third parties; (ii) grant any additional severance or termination pay to, or enter into any employment or severance agreements with, any employees or officers, other than (A) payments or agreements paid to or entered into with employees (other than officers) in the ordinary course of business in accordance with past practices, (B) severance agreements for up to 14 individuals providing for the payment of severance of up to the equivalent of 24 months base salary (and no other benefit) or (C) pursuant to contractual arrangements in effect on the date of this Agreement, (iii) establish, adopt, enter into or materially and adversely amend any collective bargaining agreement (other than as required by Law), or (iv) establish, adopt, enter into, amend or terminate any Parent Employee Plan or any other bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees of Parent or any of its Subsidiaries (except as expressly permitted by (i) or (ii) of this Section 5.02(g)); (h) Amend or propose to amend its charter or by-laws, except as contemplated by this Agreement; (i) Incur any indebtedness for borrowed money other than (i) borrowings pursuant to credit agreements in effect as of the date hereof or replacement credit agreements on substantially similar terms as Parent’s credit agreements in effect as of the date hereof and having aggregate borrowing capacity not to exceed 150% of Parent’s borrowing capacity under its existing credit agreements and (ii) seller financings in connection with acquisitions permitted by this Section 5.02; (j) Enter into any agreement or arrangement that limits or otherwise restricts Parent or any of its Subsidiaries or any of their respective affiliates or any successor thereto from engaging or competing in any line of business or in any geographic area; (k) Change any method or principle of financial accounting in a manner that is inconsistent with past practice, except to the extent required by GAAP as advised by Parent’s regular independent accountants, make or change any material tax election, or settle or compromise any material Tax Liability or refund; (l) Make or commit to make any capital expenditures other than in the ordinary course of business; (m) Take any action that is intended or may would reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE Article VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding companysatisfied; or (gn) Take, or agree in writing or otherwise to do take, any of the foregoingactions described in paragraphs (a) through (m) above. Nothing contained in this Agreement shall give the Company, directly or indirectly, rights to control or direct Parent’s operations prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations.

Covenants of Parent. Except as expressly provided set forth in this AgreementSection 4.2 of the Parent Disclosure Schedule, Parent covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement), unless the Company shall otherwise consent in writing, Parent shall, to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course extent consistent with past practices its reasonable commercial judgment, use its reasonable best efforts to preserve substantially intact the business organization of Parent and prudent banking practice; (ii) maintain and preserve intact its business organizationSubsidiaries, properties, leases, employees and advantageous business relationships and retain to keep available the services of its officers the present officers, and key employeesemployees of Parent and its Subsidiaries and to preserve the present relationships of Parent and its Subsidiaries with persons with which Parent or any of its Subsidiaries has significant business relations, (iii) take no action except for any failures which would materially adversely affect or materially delay the ability of the Company or not be material to Parent to perform it covenants and agreements on its Subsidiaries taken as a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restrictionwhole. Without limiting the generality of the foregoing, or neither Parent nor any of its Subsidiaries shall (except as set forth in Section 4.2 of the Parent Disclosure Schedule and except as otherwise specifically provided by this Agreement or consented to in writing contemplated by the Company (such consent not to be unreasonably withheldterms of this Agreement), from between the date of this Agreement until and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, Parent shall notdirectly or indirectly do, and shall not permit any of its Subsidiaries tothe following without the prior written consent of the Company: (a) (i) amend its Certificate of Incorporation or By-Laws in such a manner as would cause holders of Company Common Stock that receive Parent Common Stock pursuant to the Merger to be treated differently than other holders of Parent Common Stock, or (ii) declare, set aside or pay any dividend payable in cash, stock or property or make any other distribution with respect to Parent Common Stock (except that Parent may declare and pay regular quarterly dividends in the ordinary course of business and subject to any increase in the regular quarterly dividend in the ordinary course of business); (b) adopt a plan of complete or partial liquidation with respect to Parent or resolutions providing for or authorizing such a liquidation or a dissolution; or (c) take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.2(a) and 4.2(b) or any action that is intended or may reasonably be expected to which would result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement Article VI not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoingsatisfied.

Covenants of Parent. Except as expressly provided in this Agreement, during the period Section 6.1 Conduct of Parent. Parent agrees that from the date of this Agreement to until the Effective Time, Parent and its Subsidiaries shall, subject to the last sentence of this Section 6.1, conduct their business in compliance in all material respects with all applicable laws and regulations and shall use commercially reasonably their reasonable best efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its their business organization, properties, leases, employees organizations and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or with third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restrictionparties. Without limiting the generality of the foregoingforegoing and subject to the last sentence of this Section 6.1, and except as set forth in Section 6.1 of the Parent Disclosure Letter or as otherwise specifically provided contemplated by this Agreement or consented to in writing by Agreement, without the Company prior written consent of TRW (such consent which shall not to be unreasonably withheld), from the date of this Agreement until the Effective Time: (a) Except to the extent required to comply with their respective obligations hereunder or with applicable law, Parent shall not, and shall not permit any Subsidiary of Parent to, adopt or propose any change in its certificate of incorporation, bylaws or similar governing documents; (b) Parent shall not, and shall not permit any Subsidiary of Parent to, adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Parent or any of its Subsidiaries (other than transactions with, between or involving direct and/or indirect wholly-owned Subsidiaries of Parent and/or TRW); (c) Parent shall not, and shall not permit any Subsidiary of Parent to, issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of, capital stock of any class or series of Parent or any of its Subsidiaries other than (i) issuances of Parent Common Stock pursuant to the exercise of Parent Stock Options that are outstanding on the date of this Agreement or pursuant to Parent Stock Options or other stock-based awards granted in accordance with clause (ii) below, (ii) additional Parent Stock Options or other stock-based awards to acquire shares of Parent Common Stock granted under the terms of any Parent Stock Plans as in effect on the date of this Agreement in the ordinary course of business consistent with past practice and (iii) issuances in accordance with any dividend reinvestment plan as in effect on the date of this Agreement; (d) Parent shall not (i) split, combine, subdivide or reclassify its outstanding shares of capital stock or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock, other than, subject to Sections 7.6 and 7.11, ordinary cash dividends in respect of the Parent Common Stock which are not in excess of the amounts paid in the immediately preceding fiscal year of Parent; (e) Parent shall not, and shall not permit any Subsidiary of Parent to, redeem, purchase or otherwise acquire directly or indirectly any shares of capital stock of Parent, Parent Convertible Securities or Parent Subsidiary Convertible Securities, except for repurchases, redemptions or acquisitions (x) required by or in connection with the terms of any Parent Stock Plan or (y) in accordance with any dividend reinvestment plan as in effect on the date of this Agreement in the ordinary course of the operations of such plan consistent with past practice and, in the case of each of (x) and (y) above, only to the extent consistent with Section 7.6; (f) Parent shall not, and shall not permit any of its Subsidiaries to, acquire a material amount of assets or property of any other Person (other than a direct or indirect wholly-owned Subsidiary of Parent) except in the ordinary course of business consistent with past practice; (g) Other than as contemplated by Section 7.1, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take , sell, lease, license or otherwise dispose of any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from or property (except transfers, leases, licenses or assignments involving a direct or indirect wholly-owned Subsidiary of any financial institution Parent) except pursuant to existing contracts or its holding companycommitments and except in the ordinary course of business consistent with past practice; orand (gh) Parent shall not, and shall not permit any of its Subsidiaries to, agree or commit to do any of the foregoing. Notwithstanding the foregoing but subject to Sections 6.6 and 7.6, from the date hereof until the Effective Time, Parent and its Subsidiaries may (x) make acquisitions of property, assets or any business (whether pursuant to a merger or consolidation with or into Parent, or any Subsidiary thereof) so long as all such acquisitions do not involve the payments of consideration in an amount in excess of $500 million in the aggregate, and (y) sell, transfer or otherwise dispose of assets, property or any business so long as Parent and its Subsidiaries do not sell, transfer and otherwise dispose of assets, property or any business pursuant to this clause (y) having a fair market value in excess of $1.5 billion in the aggregate.

Covenants of Parent. Except as expressly provided set forth in this AgreementSection 4.2 of the Parent Disclosure Schedule, Parent covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement), unless the Company shall otherwise consent in writing, Parent shall, to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course extent consistent with past practices its reasonable commercial judgment, use its reasonable best efforts to preserve substantially intact the business organization of Parent and prudent banking practice; (ii) maintain and preserve intact its business organizationSubsidiaries, properties, leases, employees and advantageous business relationships and retain to keep available the services of its officers the present officers, and key employeesemployees of Parent and its Subsidiaries and to preserve the present relationships of Parent and its Subsidiaries with persons with which Parent or any of its Subsidiaries has 42 significant business relations, (iii) take no action except for any failures which would materially adversely affect or materially delay the ability of the Company or not be material to Parent to perform it covenants and agreements on its Subsidiaries taken as a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restrictionwhole. Without limiting the generality of the foregoing, or neither Parent nor any of its Subsidiaries shall (except as set forth in Section 4.2 of the Parent Disclosure Schedule and except as otherwise specifically provided by this Agreement or consented to in writing contemplated by the Company (such consent not to be unreasonably withheldterms of this Agreement), from between the date of this Agreement until and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, Parent shall notdirectly or indirectly do, and shall not permit any of its Subsidiaries tothe following without the prior written consent of the Company: (a) (i) amend its Certificate of Incorporation or By-Laws in such a manner as would cause holders of Company Common Stock that receive Parent Common Stock pursuant to the Merger to be treated differently than other holders of Parent Common Stock, or (ii) declare, set aside or pay any dividend payable in cash, stock or property or make any other distribution with respect to Parent Common Stock (except that Parent may declare and pay regular quarterly dividends in the ordinary course of business and subject to any increase in the regular quarterly dividend in the ordinary course of business); (b) adopt a plan of complete or partial liquidation with respect to Parent or resolutions providing for or authorizing such a liquidation or a dissolution; or (c) take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.2(a) and 4.2(b) or any action that is intended or may reasonably be expected to which would result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement Article VI not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoingsatisfied.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, covenants and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent agrees to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries tofollowing acts: (a) take No Indebtedness: Parent will not create, incur, assume, guarantee or otherwise become liable with respect to any action that is intended obligation for borrowed money, indebtedness, capitalized lease or may reasonably be expected to result similar obligation, except in any the ordinary course of business consistent with past practices, where the conditions to entire net proceeds thereof are deposited with and used by and in connection with the Merger set forth in ARTICLE VII business of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date;Parent. (b) change No Amendments: Parent will not amend its methods corporate charter or bylaws (or similar documents) without prior consent of accounting the MDI Companies (except as described above in effect at December 31Section 1.3(a) and Parent will maintain its corporate existence, 2023licenses, except permits, powers and rights in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors;full force and effect. (c) amend its certificate No Securities Issuances: Parent will not issue any shares of incorporationany class of capital stock, by-laws or similar governing documents other than to adopt provisions enter into any contract, option, warrant or authorize actions that do not adversely affect right calling for the holders issuance of Company Common Stock;any such shares of capital stock, or create or issue any securities convertible into any securities of Parent except for the transactions contemplated herein. (d) adjustNo Dividends: Parent will not declare, split, combine or reclassify any capital stock of Parent or make, declare set aside or pay any extraordinary dividend on dividends or other distributions of any capital stock of Parent;nature whatsoever. (e) take Contracts; Parent will not enter into or assume any action contact, agreement, obligation, lease, license, or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;commitment. (f) enter into Capital Commitments: Parent will not make or commit to make any agreement to acquire any financial institution material capital expenditure, capital addition or its holding company or a material amount of assets from of any financial institution or its holding company; orcapital improvement. (g) agree Notice of Change: Parent will promptly advise the MDI Companies in writing of any material adverse change, or the occurrence of any event which involves any substantial possibility of a material adverse change, in their businesses, financial conditions, results of operations, assets, liabilities or prospects. (h) Consents: Parent will use its best good faith efforts to obtain the consent or approval of each person or entity whose consent or approval is required for the consummation of the Transactions contemplated hereby and to do any all things necessary to consummate the Transactions contemplated by the Basic Agreements. V CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARENT TO CLOSE The obligation of Parent to close the Transactions is subject to the fulfillment by the MDI Companies contained in this Agreement shall have been true and correct when made and shall be true and correct as of the foregoingClosing with the same force and effect as if made at the Closing. The MDI Companies shall have performed all agreements, covenants and conditions required to be performed by the MDI Companies and Shareholders prior to the Closing.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from From the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement, (B) as Company may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed) or (C) as set forth in the relevant subsection of Section 6.1(b) of the Parent shall Disclosure Letter, Parent will not, and shall not permit any of its Subsidiaries to: (ai) take adopt or propose any action that is intended or may reasonably be expected to result change in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, incorporation or by-laws laws, or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders terms of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock security of Parent; (eii) take reclassify, split, combine, subdivide or redeem, directly or indirectly, any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Codeits capital stock; (fiii) enter declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or repurchase any Parent Shares at a premium; provided that, in each case solely to the extent in compliance with the credit agreements, indentures and other Contractual obligations of Parent and its Subsidiaries, (x) Parent may continue to declare and pay regular quarterly cash dividends to the holders of Parent Shares in an amount not in excess of $0.55 per Parent Share per fiscal quarter, in each case (1) with a record date not more than seven business days prior to the anniversary of the record date of Parent’s regular quarterly dividend for the corresponding quarter of the prior fiscal year and (2) otherwise in accordance with Parent’s past practice, (y) TMLP may continue to declare and pay cash distributions to the holders of its common units at such times and in such amounts as is consistent with TMLP’s past practice (it being understood that TMLP’s past practice includes regular increases in the amount of its cash distributions) and (z) Parent and TMLP may give effect to dividend equivalent rights with respect to grants under the Parent Stock Plan, any similar Parent plan or the TMLP LTIP; (iv) restructure, reorganize or completely or partially liquidate (except for (1) any such transactions among its wholly-owned Subsidiaries or (2) any restructuring, reorganization or complete or partial liquidation of TMLP); (v) make any material changes to Merger Sub 1’s certificate of incorporation or bylaws or Merger Sub 2’s certificate of formation or limited liability company agreement, or any of their other governing documents; (vi) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or any business or division thereof, or otherwise acquire any assets, unless such acquisition or the entering into of a definitive agreement relating to or the consummation of such transaction would not reasonably be expected to (i) impose any agreement material delay in the obtaining of, or increase in any material respect the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting or approval period, (ii) increase the risk in any material respect of any Governmental Entity entering an order prohibiting the consummation of the Merger or (iii) increase in any material respect the risk of not being able to remove any such order on appeal or otherwise; (vii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or of any its Subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any financial institution shares of such capital stock or its holding company such convertible or a material amount exchangeable securities, other than the issuance of assets from (A) any Parent Shares upon the settlement of any financial institution grants made under the Parent Stock Plan, or any similar Parent plan, or the TMLP LTIP that are outstanding on the date of this Agreement in accordance with the terms as of the date of this Agreement of those grants; (B) any securities of a Parent Subsidiary to Parent or any other Subsidiary of Parent; (C) any common units of the TMLP that both is in the ordinary course of business, consistent with past practice (including as to timing, amount and purpose of each such issuance) (it being understood that any secondary offering of TMLP units will be deemed not to be in the ordinary course of business, consistent with past practice) and does not have as its holding company; orpurpose or effect a significant dilution of Parent’s equity interest in the TMLP or (D) any grants under the Parent Stock Plan, or any similar Parent plan, or the TMLP LTIP in the ordinary course of business consistent with past practice; (gviii) agree agree, authorize or commit to do any of the foregoing.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from From the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 6.1, unless the prior written consent of Company shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), and except as otherwise expressly contemplated herein or as set forth in Parent’s Disclosure Schedule, Parent covenants and agrees that it shall notand shall cause each of the Parent Subsidiaries to (x) operate its business only in the ordinary course, and (y) use its reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises; provided, that the foregoing shall not prevent any Parent Entity from discontinuing or disposing of any of its Assets or business if such action is, in the judgment of Parent, desirable in the conduct of the business of Parent and the Parent Subsidiaries. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 6.1, Parent further covenants and agrees that it will not do or agree or commit to do, or permit any of its the Company Subsidiaries toto do or agree or commit to do, any of the following without the prior written consent of Company, which consent shall not be unreasonably withheld, delayed or conditioned, or as otherwise contemplated herein or in the Parent Disclosure Schedule: (a) take amend the Organizational Documents of Parent or any action Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that is intended would adversely affect Company or may reasonably be expected the holders of Company Common Stock relative to result in any other holders of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off DateParent Common Stock; (b) change its methods repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under all “employee benefit plans” (as defined in ERISA) of accounting any Parent Entity), directly or indirectly, more than twenty percent (20%) of the current outstanding shares, or any securities convertible into any shares, of the capital stock of any Parent Entity, or declare or pay any dividend or make any other distribution in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by respect of Parent’s independent auditorscapital stock; provided, that Parent may (to the extent legally and contractually permitted to do so), but shall not be obligated to, declare and pay cash dividends on the shares of Parent Common Stock at a rate not in excess of $0.10 per share; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action action, or knowingly fail to take any action, which action that is intended or is failure to act prevents or impedes, or would reasonably likely be expected to result in preventing prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (fd) except for and excluding issuances anticipated by this Agreement, agreements disclosed in the Parent SEC Reports or pursuant to the exercise of stock options or other Equity Rights outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof, issue, sell, pledge, encumber, authorize the issuance of, enter into any agreement Contract to acquire issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding shares or Equity Rights representing more than twenty percent (20%) of the current outstanding shares of Parent Common Stock or any financial institution or its holding company or a material amount of assets from other capital stock of any financial institution Parent Entity (on an as-converted basis) whether by sale, transfer, merger, tender offer, share exchange, business combination, reorganization, recapitalization or its holding companyotherwise; (e) take any action that would reasonably be expected to result in any of the conditions to the merger set forth in Article 5 not being satisfied; or (gf) agree to do take, make any commitment to take, or adopt any resolutions of Parent’s board of directors in support of, any of the foregoingactions prohibited by this Section 4.3.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts towill perform, and shall will cause its Subsidiaries Purchaser to use commercially reasonable efforts toperform, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect all obligations required or materially delay the ability of the Company or Parent desirable to perform be performed by it covenants and agreements on a timely basis under this Agreement, co-operate with Peak in connection therewith, and (iv) take no action which would materially adversely affect do all such other acts and things as may be necessary or materially delay the ability of the Company or Parent desirable in order to obtain any necessary approvalsconsummate and make effective, consents or waivers of any Governmental Entity or third party required for as soon as reasonably practicable, the transactions contemplated hereby or which would reasonably be expected to result in any such approvalsby this Agreement and, consents or waivers containing any material condition or restriction. Without without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall notwill, and shall not permit any of its Subsidiaries where appropriate will cause Purchaser to: (a) apply for and use all commercially reasonable efforts to obtain all Regulatory Approvals relating to it and relating to Peak or any of Peak’s Subsidiaries which are typically applied for by an acquiror (including those referenced in Schedule C) and, in doing so, keep Peak reasonably informed as to the status of the proceedings related to obtaining the Regulatory Approvals, including providing Peak with copies of all related applications and notifications in draft form (other than confidential information contained in such applications and notifications), in order for Peak to provide its reasonable comments thereon; provided, however, that nothing in this Agreement shall require Parent or its Affiliates to divest or hold separate or otherwise take or commit to take any action that is intended with respect to any asset, property or may reasonably be expected to result in agreement of Parent or any of the conditions its Subsidiaries in order to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Dateobtain any such Regulatory Approval; (b) change use its methods commercially reasonable efforts to effect all necessary registrations, filings and submissions of accounting in effect at December 31, 2023, except in accordance with changes in GAAP information required by Governmental Entities from Purchaser or regulatory accounting principles as concurred with by Parent’s independent auditorsany of its Subsidiaries relating to the Arrangement; (c) amend use its certificate of incorporation, by-laws or similar governing documents other than commercially reasonable efforts to adopt provisions or authorize actions ensure that do not adversely affect Purchaser will continue to have available the holders of Company Common Stockrequired funds to consummate the Arrangement at the Effective Time; (d) adjustuse its commercially reasonable efforts to defend all lawsuits or other legal, split, combine regulatory or reclassify any capital stock of other proceedings against Parent or make, declare Purchaser challenging or pay any extraordinary dividend on any capital stock affecting this Agreement or the consummation of Parentthe transactions contemplated hereby; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing abide by the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) terms of the Code;Confidentiality Agreement; and (f) enter into any agreement on and after the Effective Time, provide for the continuing employees of Peak and its Subsidiaries credit under the relevant Parent Plans for the period of their employment by Predecessor, Peak or their Subsidiaries and permit them to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree participate in Parent’s employee stock purchase plan if they wish to do any so. Peak’s continuing management employees will also be entitled to participate in a cash bonus arrangement similar to Parent’s management incentive plan (“MIP”) on terms similar to comparable management employees of Parent and its Subsidiaries, provided that separate EBITDA goals for Peak will be established based on the foregoingPeak’s performance during the stub period beginning on the Effective Time and ending on December 31, 2011.

Covenants of Parent. Except Parent agrees with, and covenants -------------------- to, the Stockholders as expressly provided follows: (a) Parent shall use all reasonable efforts to cause Cyprus and its Affiliates to be released and fully discharged from any and all claims, liabilities, losses, costs, expenses and damages (collectively, "Liabilities") ----------- in this respect of any of the Guaranties (as defined below) set forth in Schedule 1 attached hereto (the "Scheduled Guaranties"). Without limiting the foregoing, -------------------- Parent shall seek to cause itself and its Affiliates to be substituted in all respects for Cyprus and its Affiliates (other than Amax Group Members) in respect of any and all indebtedness or other obligations of Cyprus and its Affiliates (other than Amax Group Members) under any Scheduled Guaranties that will remain in effect after the Closing Date and as of the Effective Time shall apply the proceeds of the Equity Offering (as defined in the Merger Agreement) and the Cash Consideration and an additional US$100,000,000 to repay the Covered Obligations (as defined below) in a manner that, during based on consultations with Cyprus, is most likely to result in the period from maximum reduction in the date face value of this Agreement to the Scheduled Guaranties. (b) Effective as of the Effective Time, Parent shall use commercially reasonably efforts on demand defend, indemnify and hold harmless Cyprus and its Affiliates (other than Amax Group Members) from and against any and all Liabilities relating to, arising out of or in connection with any guaranties, letters of credit, pledges, hypothecations, letters of comfort, bid bonds, performance bonds and shall cause its Subsidiaries to use commercially reasonable efforts toother obligations, credit support or credit enhancement (icollectively, the "Guaranties") conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; incurred or provided by Cyprus (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services or any of its officers and key employees, (iiiAffiliates) take no action which would materially adversely affect in ---------- respect of any indebtedness or materially delay the ability other obligations of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreementany other Amax Group Member (the "Covered Obligations") or otherwise relating to, and (iv) take no action which would materially adversely affect arising ------------------- out of or materially delay the ability of in connection with the Company or any other Amax Group Member, including without limitation Liabilities relating to, arising out of or in connection with the Scheduled Guaranties. (c) Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for will provide Cyprus with regular information regarding the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality status of the foregoingKubaka Loan. (d) Parent shall not subdivide, split, combine, consolidate or reclassify any of its outstanding shares of capital stock. (e) As promptly as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until practicable after the Effective Time, Parent shall not, and take all action necessary to assure that none of the Company or any other Amax Group Member shall not permit use the name "Amax" or "Cyprus" or any derivative or similar name or any corporate logo of any Amax Group Member or of Cyprus or any of its Subsidiaries to: Affiliates (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect Parent) without the holders express written consent of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;Cyprus. (f) enter into any agreement Parent shall use all reasonable efforts to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; orobtain all Governmental Consents required to consummate the transactions contemplated hereby. (g) agree to do any Parent shall use its proxy in respect of the foregoingShares to vote all Shares or execute a consent in respect of the Shares in the manner set forth in Section 2 hereof.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iiiii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iviii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.2 of the Parent Disclosure Schedule or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE Article VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 20232017, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than (i) to enable Parent to comply with the provisions of this Agreement, (ii) to enable Parent’s Bank to comply with the provisions of the Bank Merger Agreement, (iii) to establish one or more series of Parent Preferred Stock or (iv) to adopt provisions or authorize actions that do not materially and adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (gd) agree to do any of the foregoing.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement Relating to the Effective Time, Arrangement Parent shall use commercially reasonably efforts toshall, and shall cause its the Subsidiaries of Parent to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services to perform all obligations required to be performed by Parent or any of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis Subsidiaries under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of co-operate with the Company in connection therewith, and do all such other acts and things as may be necessary or Parent desirable in order to obtain any necessary approvalsconsummate and make effective as soon as reasonably practicable, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvalsby this Agreement and, consents or waivers containing any material condition or restriction. Without without limiting the generality of the foregoing, foregoing or as otherwise specifically provided by this Agreement or consented to the obligations in writing by the Company (such consent not to be unreasonably withheld), from the date Section 5.5 of this Agreement until the Effective TimeAgreement, Parent shall notand, and where appropriate, shall not permit any cause each of its Subsidiaries to: (a) take any action that is intended (i) use commercially reasonable efforts to defend all lawsuits or may reasonably be expected to result in other legal, regulatory or other proceedings against Parent or any of the conditions to the Merger set forth in ARTICLE VII of its Subsidiaries challenging or affecting this Agreement not being satisfied or not being satisfied prior the consummation of the transactions contemplated by this Agreement and (ii) use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to Parent or any of its Subsidiaries which may materially adversely affect the Cut-Off Dateability of the Parties to consummate the Arrangement; (b) change use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Laws may impose on Parent or its methods of accounting in effect at December 31, 2023, except in accordance Subsidiaries with changes in GAAP or regulatory accounting principles as concurred with respect to the transactions contemplated by Parent’s independent auditorsthis Agreement; (c) amend its certificate not take any action which could reasonably be expected to, individually or in the aggregate, prevent, materially delay or impede the consummation of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common StockArrangement; (d) adjustuse commercially reasonable efforts to cause the Parent Shares issuable pursuant to the Arrangement to be listed on the NYSE, split, combine or reclassify any capital stock subject only to official notice of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parentissuance; (e) take assist the Company in securing all consents of third parties who are required to provide consent for the inclusion of reference to their names on the reports in the Company Circular by virtue of a document incorporated by reference in regards to Parent in the Company Circular, or otherwise; and (f) except as prohibited by applicable Laws, promptly notify the Company of the occurrence of any action of the following or fail to take any action matter or event that is intended has resulted, or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do in, any of the foregoingfollowing: (i) any notice or other communication from any person (other than a Governmental Entity) alleging that the consent of such person is required in connection with the Arrangement or any of the other transactions contemplated by this Agreement; and (ii) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of Parent, threatened against, relating to or involving or otherwise affecting Parent or its affiliates that relate to the consummation of the Arrangement or any of the other transactions contemplated by this Agreement.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from From the date of this Agreement until the Effective Time, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly provided for or contemplated by this Agreement, Parent shall, and shall cause each of the Parent Subsidiaries to, conduct its business in the ordinary course and in a manner consistent with past practice, and shall use its reasonable best efforts to preserve intact its business organization and goodwill and relationships with all Governmental Entities, customers, suppliers and others having business dealings with it, to keep available the services of its current officers and key employees and to maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly provided for or contemplated by this Agreement or as required by applicable Law, from the date hereof until the Effective Time, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), Parent shall not, and shall not permit any of its Subsidiaries Parent Subsidiary to, directly or indirectly: (a) take any action that is intended amend or may reasonably be expected to result in modify any of the conditions to the Merger set forth in ARTICLE VII Constituent Documents of this Agreement not being satisfied or not being satisfied prior to the Cut-Off DateParent; (b) change (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its methods of accounting in effect at December 31Securities, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions the Conditional Special Dividend, dividends or authorize actions that do not adversely affect the holders of Company Common Stock; distributions by wholly-owned Parent Subsidiaries or quarterly dividends consistent with past practice, (dii) adjust, split, combine or reclassify any capital stock of its Securities or issue, deliver, sell, grant, dispose of or subject to a Lien any Securities or Equity Rights, other than issuances of Parent Common Stock in connection with the exercise of Parent Stock-Based Awards issued pursuant to a Parent Benefit Plan or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of Parent or makeany Parent Subsidiary; (c) acquire by merging or consolidating with, declare or pay by share exchange, or by purchase or by any extraordinary dividend on other manner, any Person or division, business or equity interest of any Person; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien), encumber or otherwise surrender, relinquish or dispose of any material assets, property or rights, other than sales of inventory in the ordinary course of business consistent with past practice; (e) (i) make any loans, advances or capital stock contributions to, or investments in, any other Person other than by Parent or any wholly-owned Parent Subsidiary to or in Parent or any wholly-owned Parent Subsidiary or (ii) create, incur, guarantee or assume any indebtedness, issuances of debt securities, guarantees, loans or advances, except guarantees by Parent of indebtedness of wholly-owned Parent Subsidiaries or guarantees by Parent Subsidiaries of indebtedness of Parent; (ef) take any action other than as set forth in Parent’s capital budget (a copy of which was made available to the Company prior to the date hereof) or fail to take any action that is intended in connection with the repair or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) replacement of the Codeplant and equipment at the operating facilities of Parent or any Parent Subsidiary in connection with unexpected breakdown or failure, make any capital expenditure in excess of $2 million individually or $10 million in the aggregate; (fg) terminate, amend or otherwise modify any Parent Benefit Plan, accelerate the payment or vesting of benefits or amounts payable or to become payable under any Parent Benefit Plan as currently in effect on the date hereof, fail to make any required contribution to any Parent Benefit Plan, merge or transfer any Parent Benefit Plan or the assets or liabilities of any Parent Benefit Plan, change the sponsor of any Parent Benefit Plan, or terminate or establish any Parent Benefit Plan, except as required to reflect changes in applicable Law or GAAP; (h) grant any increase in the compensation or benefits of directors, officers, employees or consultants of Parent or any Parent Subsidiary; provided, however, that Parent or any Parent Subsidiary may grant increases in base salaries to non-executive employees in the ordinary course of business consistent with existing policies and practices; (i) terminate, enter into or amend or modify any severance, consulting, retention or employment agreement, plan, program or arrangement, other than, in the case of a consulting agreement or arrangement, in the ordinary course of business, consistent with existing policies and practices; (j) (i) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with its terms, of any liability recognized or disclosed in the most recent Parent Financial Statements or incurred since the date of such Parent Financial Statements in the ordinary course of business consistent with past practice, (ii) cancel any material indebtedness or (iii) waive or assign any claims or rights of material value; (k) (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes or (iv) change any of its methods, policies or practices of reporting income or deductions for U.S. federal income tax purposes; (l) (i) modify or amend in any material respect or terminate any Parent Contract, (ii) enter into any new agreement that would have been considered a Parent Contract if it were entered into at or prior to acquire the date hereof; (m) change any financial institution method of accounting or accounting principles or practices by Parent or any Parent Subsidiary, except for any such change required by a change in GAAP, or change its system of internal accounting controls; (n) terminate or cancel, or amend or modify in any material respect, any material insurance policies maintained by it covering Parent or any Parent Subsidiary or their respective properties which is not replaced by a comparable amount of insurance coverage; (o) adopt or implement a plan of complete or partial liquidation or a dissolution, restructuring, recapitalization or other reorganization of Parent or any of the Parent Subsidiaries; (p) transfer, abandon, allow to lapse, or otherwise dispose of any rights to, or obtain or grant any right to any material Intellectual Property, or disclose any material trade secrets of Parent or any Parent Subsidiary to any Person other than the Company or its holding company or a material amount representatives, in each case other than in the ordinary and usual course of assets from of any financial institution or its holding companybusiness consistent with past practice; or (gq) authorize, resolve, agree or commit to do any of the foregoing.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from From the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement, (B) as Company may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed) or (C) as set forth in the relevant subsection of Section ‎6.1(b) of the Parent shall Disclosure Letter, Parent will not, and shall not permit any of its Subsidiaries to: (ai) take adopt or propose any action that is intended or may reasonably be expected to result change in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, incorporation or by-laws laws, or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders terms of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock security of Parent; (eii) take reclassify, split, combine, subdivide or redeem, directly or indirectly, any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Codeits capital stock; (fiii) enter declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or repurchase any Parent Shares at a premium; provided that, in each case solely to the extent in compliance with the credit agreements, indentures and other Contractual obligations of Parent and its Subsidiaries, (x) Parent may continue to declare and pay regular quarterly cash dividends to the holders of Parent Shares in an amount not in excess of $0.55 per Parent Share per fiscal quarter, in each case (1) with a record date not more than seven business days prior to the anniversary of the record date of Parent’s regular quarterly dividend for the corresponding quarter of the prior fiscal year and (2) otherwise in accordance with Parent’s past practice, (y) TMLP may continue to declare and pay cash distributions to the holders of its common units at such times and in such amounts as is consistent with TMLP’s past practice (it being understood that TMLP’s past practice includes regular increases in the amount of its cash distributions) and (z) Parent and TMLP may give effect to dividend equivalent rights with respect to grants under the Parent Stock Plan, any similar Parent plan or the TMLP LTIP; (iv) restructure, reorganize or completely or partially liquidate (except for (1) any such transactions among its wholly-owned Subsidiaries or (2) any restructuring, reorganization or complete or partial liquidation of TMLP); (v) make any material changes to Merger Sub 1’s certificate of incorporation or bylaws or Merger Sub 2’s certificate of formation or limited liability company agreement, or any of their other governing documents; (vi) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or any business or division thereof, or otherwise acquire any assets, unless such acquisition or the entering into of a definitive agreement relating to or the consummation of such transaction would not reasonably be expected to (i) impose any agreement material delay in the obtaining of, or increase in any material respect the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting or approval period, (ii) increase the risk in any material respect of any Governmental Entity entering an order prohibiting the consummation of the Merger or (iii) increase in any material respect the risk of not being able to remove any such order on appeal or otherwise; (vii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or of any its Subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any financial institution shares of such capital stock or its holding company such convertible or a material amount exchangeable securities, other than the issuance of assets from (A) any Parent Shares upon the settlement of any financial institution grants made under the Parent Stock Plan, or any similar Parent plan, or the TMLP LTIP that are outstanding on the date of this Agreement in accordance with the terms as of the date of this Agreement of those grants; (B) any securities of a Parent Subsidiary to Parent or any other Subsidiary of Parent; (C) any common units of the TMLP that both is in the ordinary course of business, consistent with past practice (including as to timing, amount and purpose of each such issuance) (it being understood that any secondary offering of TMLP units will be deemed not to be in the ordinary course of business, consistent with past practice) and does not have as its holding company; orpurpose or effect a significant dilution of Parent’s equity interest in the TMLP or (D) any grants under the Parent Stock Plan, or any similar Parent plan, or the TMLP LTIP in the ordinary course of business consistent with past practice; (gviii) agree agree, authorize or commit to do any of the foregoing.

Covenants of Parent. Except as expressly provided in this Agreement, Parent hereby further agrees that: A. Prior to and during the period from of the date of this Agreement Exchange Offer, except upon reasonable prior notice to the Effective Timeyou and after giving reasonable consideration to you and your counsel's comments, Parent shall will not use, permit the use commercially reasonably efforts toof or file with any governmental or regulatory agency any Exchange Offer Document other than in, and shall cause its Subsidiaries will make no amendments or supplements to or material changes in or additions to any Acquisition Document from, the form last furnished to you and to your counsel. In the event that Parent uses or permits the use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent of or files with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect any governmental or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing regulatory agency any material condition or restriction. Without limiting the generality in contravention of the foregoing, or in respect of which you or your counsel has made comments but which comments have not resulted in a response satisfactory to you and your counsel, you shall be entitled to withdraw as otherwise specifically provided by Dealer Manager without any liability or penalty to you, and you shall remain entitled to receive the payment of all fees (except as set forth in the immediately following sentence) and expenses to which you are entitled under this Agreement or consented and the Engagement Letter. If you withdraw as Dealer Manager for any reason under this Agreement: (i) prior to in writing by the Company commencement of the tender offer, you shall not be entitled to any fees; (such consent not ii) after the commencement of the tender but before the expiration of the tender offer, you shall be entitled only to be unreasonably withheld), from fees relating to Shares tendered prior to the date of your withdrawal and which are subsequently accepted; (iii) after the expiration of the tender offer but before the effective date of the merger, you shall be entitled only to fees relating to Shares tendered and accepted by Parent; or (iv) after the effective date of the merger, you shall be entitled to fees relating to all Shares accepted by Parent. If you withdraw as Dealer Manager, the fees accrued and reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after receipt of an invoice from you. B. Prior to and during the period of the Exchange Offer, Parent will advise you promptly after Parent receives notice or becomes aware of (1) the happening of any event, or the discovery of any fact, which it believes would require the making of any change in any Exchange Offer Document then being used or would affect the truth or correctness of any material statement, representation or warranty contained in this Agreement until if such representation or warranty were being made immediately after the Effective Timehappening of such event or the discovery of such fact, (2) the happening of any event which could cause Parent to withdraw, rescind or terminate the Exchange Offer or would permit Parent to exercise any right not to exchange Shares tendered thereunder, (3) any proposal or requirement to amend or supplement any Exchange Offer Document or any other filing required by the 1934 Act or to make any filing pursuant to any other applicable law, (4) the issuance by the Commission or any state or other federal authority of any formal comment or order or the taking of any other action concerning the Exchange Offer (and, if in writing, Parent shall notwill furnish you with a copy thereof), (5) any material developments in connection with the Exchange Offer or the registration of Parent Shares related thereto, including, without limitation, the commencement of any lawsuit concerning the Exchange Offer and (6) any other information relating to the Exchange Offer that you may reasonably request. Parent will file and disseminate, as required, any and all necessary amendments to the Exchange Offer Documents and will promptly furnish to you true and accurate copies of each such amendment upon the filing thereof. C. Parent agrees to furnish you with as many copies as you may reasonably request of the final forms of the Exchange Offer Documents and you are authorized to use copies of the final forms of the Exchange Offer Documents. Parent will cause you to be provided with any cards or lists they may receive from the Company showing the names and addresses of, and shall not permit any the number of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31Shares held by, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock Shares as of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail a recent date and will endeavor to take any action that is intended or is reasonably likely cause you to result in preventing be advised from day to day during the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) period of the Code; (f) enter into Exchange Offer as to any agreement to acquire any financial institution or its holding company or a material amount transfers of assets from of any financial institution or its holding company; or (g) agree to do any record of the foregoingShares known to Parent. Parent has appointed, and authorizes you to communicate with, Registrar and Transfer Company, in its capacity as Exchange Agent, and MacKenzie Partners, Inc., in its capacity as Information Agent, in connection with the Exchange Offer and has instructed the Exchange Agent to advise you at least daily as to such matters as you may reasonably request.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts towill perform, and shall will cause its Subsidiaries Purchaser to use commercially reasonable efforts toperform, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect all obligations required or materially delay the ability of the Company or Parent desirable to perform be performed by it covenants and agreements on a timely basis under this Agreement, co-operate with Badger in connection therewith, and (iv) take no action which would materially adversely affect do all such other acts and things as may be necessary or materially delay the ability of the Company or Parent desirable in order to obtain any necessary approvalsconsummate and make effective, consents or waivers of any Governmental Entity or third party required for as soon as reasonably practicable, the transactions contemplated hereby or which would reasonably be expected to result in any such approvalsby this Agreement and, consents or waivers containing any material condition or restriction. Without without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall notwill, and shall not permit any of its Subsidiaries where appropriate will cause Purchaser to: (a) apply for and use all commercially reasonable efforts to obtain all Regulatory Approvals relating to it and relating to Badger or any of Badger’s Subsidiaries which are typically applied for by an acquiror (including those referenced in Schedule C) and, in doing so, keep Badger reasonably informed as to the status of the proceedings related to obtaining the Regulatory Approvals, including providing Badger with copies of all related applications and notifications in draft form (other than confidential information contained in such applications and notifications), in order for Badger to provide its reasonable comments thereon; provided, however, that nothing in this Agreement shall require Parent or its Affiliates to divest or hold separate or otherwise take or commit to take any action that is intended with respect to any asset, property or may reasonably be expected to result in agreement of Parent or any of the conditions its Subsidiaries in order to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Dateobtain any such Regulatory Approval; (b) change use its methods commercially reasonable efforts to effect all necessary registrations, filings and submissions of accounting in effect at December 31, 2023, except in accordance with changes in GAAP information required by Governmental Entities from Purchaser or regulatory accounting principles as concurred with by Parent’s independent auditorsany of its Subsidiaries relating to the Arrangement; (c) amend use its certificate of incorporation, by-laws or similar governing documents other than commercially reasonable efforts to adopt provisions or authorize actions ensure that do not adversely affect Purchaser will continue to have available the holders of Company Common Stockrequired funds to consummate the Arrangement at the Effective Time; (d) adjustuse its commercially reasonable efforts to defend all lawsuits or other legal, split, combine regulatory or reclassify any capital stock of other proceedings against Parent or make, declare Purchaser challenging or pay any extraordinary dividend on any capital stock affecting this Agreement or the consummation of Parentthe transactions contemplated hereby; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing abide by the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) terms of the Code;Confidentiality Agreement; and (f) enter into any agreement on and after the Effective Time, provide for the continuing employees of Badger and its Subsidiaries credit under the relevant Parent Plans for the period of their employment by Predecessor, Badger or their Subsidiaries and permit them to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree participate in Parent’s employee stock purchase plan if they wish to do any so. Badger’s continuing management employees will also be entitled to participate in a cash bonus arrangement similar to Parent’s management incentive plan (“MIP”) on terms similar to comparable management employees of Parent and its Subsidiaries, provided that separate EBITDA goals for Badger will be established based on the foregoingBadger’s performance during the stub period beginning on the Effective Time and ending on December 31, 2011.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts towill perform, and shall will cause its Subsidiaries Purchaser to use commercially reasonable efforts toperform, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect all obligations required or materially delay the ability of the Company or Parent desirable to perform be performed by it covenants and agreements on a timely basis under this Agreement, co-operate with Eveready in connection therewith, and (iv) take no action which would materially adversely affect do all such other acts and things as may be necessary or materially delay the ability of the Company or Parent desirable in order to obtain any necessary approvalsconsummate and make effective, consents or waivers of any Governmental Entity or third party required for as soon as reasonably practicable, the transactions contemplated hereby or which would reasonably be expected to result in any such approvalsby this Agreement and, consents or waivers containing any material condition or restriction. Without without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall notwill, and shall not permit any of its Subsidiaries where appropriate will cause Purchaser to: (a) take any action that is intended or may reasonably be expected use its commercially reasonable efforts to result preserve intact the business, organization, assets, properties, goodwill and employees of Parent and its Subsidiaries and other business relationships, continue to operate in any the ordinary course of the conditions business, maintain its books, records and accounts in accordance with U.S. GAAP, and use its commercially reasonable efforts to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Datemaintain its current financial condition, including working capital levels; (b) change apply for and use all commercially reasonable efforts to obtain all Regulatory Approvals relating to it and relating to Eveready or any of Eveready’s Subsidiaries which are typically applied for by an acquiror (including those referenced in Schedule C) and, in doing so, keep Eveready reasonably informed as to the status of the proceedings related to obtaining the Regulatory Approvals, including providing Eveready with copies of all related applications and notifications in draft form (other than confidential information contained in such applications and notifications), in order for Eveready to provide its methods reasonable comments thereon; provided, however, that nothing in this Agreement shall require Parent or its Affiliates to divest or hold separate or otherwise take or commit to take any action with respect to any asset, property or agreement of accounting Parent or any of its Subsidiaries in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditorsorder to obtain any such Regulatory Approval; (c) use its commercially reasonable efforts to (i) effect all necessary registrations, filings and submissions of information required by Governmental Entities from Purchaser or any of its Subsidiaries relating to the Arrangement, and (ii) cause the Parent Common Shares to be issued, indirectly, to the Eveready Shareholders pursuant to this Agreement and the Arrangement to be approved for listing on the NYSE, subject to official notice of issuance, prior to or as of the Effective Time; (d) use its commercially reasonable efforts to obtain (i) financing (whether in the form of a further amendment and/or restatement of the Eveready Amended and Restated Credit Agreement or a refinancing of the Eveready Indebtedness under such agreement), and (ii) such waivers or amendments under Parent’s existing credit instruments or refinancings thereof as will allow Parent and Purchaser to complete the transactions described in this Agreement, each on terms reasonably satisfactory to Parent provided that, if such financing shall include the issuance of any Parent Common Shares or warrants or convertible securities which are exercisable for or convertible into any Parent Common Shares, the issuance, exercise or conversion price shall not (without the prior written consent of Eveready) be less than U.S. $48.00 per Parent Common Share (the financing, refinancing and/or waivers described in this Section 5.4(d) being collectively the “Financing”); (e) use its commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against Parent or Purchaser challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (f) not: (i) amend its certificate of incorporationarticles, charter or by-laws or similar governing documents other than to adopt provisions comparable organizational documents; (ii) declare, set aside or authorize actions that do not adversely affect the holders pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of Company Common Stock; its shares; (diii) adjust, split, combine or reclassify any capital stock of Parent its shares; (iv) amend or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing modify the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from terms of any financial institution of its shares; or (v) adopt a plan of liquidation or resolution providing for its holding company; orliquidation or dissolution; (g) agree promptly notify Eveready in writing of (i) any circumstance or development that, to the knowledge of Parent, is or would reasonably be expected to have a Parent Material Adverse Effect or any change in any material fact set forth in the Parent Reports, or (ii) any circumstance or development with respect to any legal action affecting Parent or any of its Subsidiaries or affecting any of their respective properties or assets at law or in equity before or by any Governmental Entity that, to the knowledge of Parent, is or would reasonably be expected to have a Parent Material Adverse Effect; provided that the delivery of any such notification will not modify, amend or supersede any representation or warranty of Parent contained in this Agreement or in any certificate or other instrument delivered in connection herewith and will not affect any right of Eveready hereunder; (h) abide by the terms of the Confidentiality Agreement; and (i) on and after the Effective Time, provide for the continuing employees of Eveready and its Subsidiaries credit under the relevant Parent Plans for the period of their employment by Eveready or its Subsidiaries and permit them to participate in Parent’s employee stock purchase plan if they wish to do any so. Eveready’s continuing management employees will be entitled to participate in Parent’s management incentive plan (“MIP”) and restricted stock plan on terms similar to comparable management employees of Parent and its Subsidiaries. For purposes of Parent’s MIP, separate EBITDA goals for Eveready will be established based on the foregoingEveready’s performance during the stub period beginning on the Effective Time and ending on December 31, 2009.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably reasonable efforts to, and shall cause each of its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which that would materially reasonably be expected to adversely affect or materially delay the ability of the Company or Parent to perform it its covenants and agreements on a timely basis under this Agreement, and (iv) take no action which that would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which that would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.2 of the Parent Disclosure Schedule or as otherwise specifically provided by this Agreement or as consented to in writing by the Company (such which consent shall not to be unreasonably withheld, delayed or conditioned), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) solely in the case of Parent, declare or pay any dividends on, or make other distributions in respect of, any of its capital stock, other than the declaration or payment of a quarterly cash dividend not to exceed $0.075 per share of Parent Common Stock at intervals consistent with Parent’s past practices over the prior twelve months; (i) repurchase, redeem or otherwise acquire (except for the acquisition of Trust Account Shares and DPC Shares) any shares of the capital stock of Parent or any Subsidiary of Parent, or any securities convertible into or exercisable for any shares of the capital stock of Parent or any Subsidiary of Parent, (ii) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iii) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, (iv) accelerate the exercisability or vesting of any Parent Stock Options or Parent Restricted Shares other than any acceleration disclosed in Section 5.2(i)(I) of the Parent Disclosure Schedule or (v) enter into any agreement with respect to any of the foregoing, except, in the case of clauses (ii) and (iii), for the issuance of shares of Parent Common Stock upon the exercise of Parent Stock Options outstanding under the Parent Stock Incentive Plans as of the date hereof as set forth in Section 4.2(b) of the Parent Disclosure Schedule, any such exercise to be in accordance with the original terms of such options; (c) amend its certificate of incorporation, by-laws or other similar governing documents, except as provided herein with respect to the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws; (d) make any capital expenditures other than those that are made in the Ordinary Course of Business or are necessary to maintain existing assets in good repair; (e) enter into any new line of business or offer any new products or services; (f) acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets, other than in connection with foreclosures, settlements in lieu of foreclosure or troubled loan or debt restructurings in the Ordinary Course of Business; (g) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE Article VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off off Date; (bh) change its methods of accounting in effect at December 31, 20232012, except in accordance with as required by changes in GAAP or regulatory accounting principles as concurred with in writing by Parent’s the Company's independent auditors; (ci) amend (1) enter into, establish, adopt, amend, modify or terminate any Parent Benefit Plan or any agreement, arrangement, plan, trust, other funding arrangement or policy between Parent or any Subsidiary of Parent and one or more of its certificate current or former directors, officers, employees or independent contractors, change any trustee or custodian of incorporationthe assets of any plan or transfer plan assets among trustees or custodians, by-laws (2) increase or similar governing documents accelerate payment of in any manner the compensation or fringe benefits of any director, officer or employee or pay any bonus or benefit not required by any Parent Benefit Plan or agreement as in effect as of the date hereof or (3) grant, award, amend, modify or accelerate any stock options, stock appreciation rights, restricted shares, restricted share units, performance units or shares or any other awards under the Parent Stock Incentive Plans or otherwise, other than (x) any acceleration required under the terms of the Parent Stock Incentive Plans in effect on the date hereof or under any grant agreement issued thereunder as such grant agreement exists on the date hereof, (y) any acceleration disclosed in Section 5.2(i)(I) of the Parent Disclosure Schedule and (z) amendments to adopt provisions or authorize actions that do not adversely affect the holders employment agreement among Parent, the Parent’s Bank and A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the non-competition agreement between Parent and A▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in the form and substance of the amendments set forth in Section 5.2(i)(II) of the Company Common StockDisclosure Schedule, effective as of the Effective Time; (dj) adjustother than activities in the Ordinary Course of Business, splitsell, combine lease, encumber, assign or reclassify otherwise dispose of, or agree to sell, lease, encumber, assign or otherwise dispose of, any capital stock of its material assets, properties (including, without limitation, any Parent Property) or other rights or agreements except as otherwise specifically contemplated by this Agreement or otherwise take or permit any action that otherwise would impair the condition of title to the Parent Property or any part thereof; (k) other than in the Ordinary Course of Business or as permitted by Section 5.2(q) of this Agreement, incur any indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (l) file any application to relocate or terminate the operations of any banking office of it or any of its Subsidiaries; (m) create, renew, amend or terminate or give notice of a proposed renewal, amendment or termination of, any material contract, agreement or lease for goods, services or office space (including, without limitation, any Real Property Lease) to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or their respective properties is bound; (n) settle any claim, action or proceeding involving any liability of the Company or any of its Subsidiaries for money damages in excess of $200,000 or involving any material restrictions upon the operations of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parentits Subsidiaries; (eo) take except in the Ordinary Course of Business with respect to loans made by Parent’s Bank, waive or release any material right or collateral or cancel or compromise any extension of credit or other debt or claim; (p) make, renegotiate, renew, increase, extend, modify or purchase any loan, lease (credit equivalent), advance, credit enhancement or other extension of credit, if (A) such transaction is not made in accordance with the Parent's Board-approved loan policy manual in effect on the date hereof (the “Parent Lending Manual”), or (B) (1) under the Lending Manual, such action must be approved by the Board or fail the Loan Committee of the Board of Directors of the Parent Bank, and (2) such transaction involves an extension or renewal of an existing loan, lease (credit equivalent), advance, credit enhancement or other extension of credit with an aggregate principal amount in excess of $10,000,000; (q) incur any additional borrowings beyond those set forth in Section 5.2(q) of the Parent Disclosure Schedule other than Federal Home Loan Bank borrowings with a final maturity of five years or less and reverse repurchase agreements, in either case in the Ordinary Course of Business, or pledge any of its assets to take secure any action borrowings other than as required pursuant to the terms of borrowings of Parent or any Subsidiary of Parent in effect at the date hereof or in connection with borrowings or reverse repurchase agreements permitted hereunder (it being understood that is intended or is reasonably likely deposits shall not be deemed to result in preventing the Merger from qualifying as a “reorganization” be borrowings within the meaning of Section 368(a) of the Codethis sub-section); (fr) make any investment or commitment to invest in real estate, other than investments related to maintenance of owned or leased real estate used by Parent as of the date hereof, or in any real estate development project, other than real estate acquired in satisfaction of defaulted mortgage loans; (s) except pursuant to commitments existing at the date hereof which have previously been disclosed in writing to the Company, make any construction loans outside the Ordinary Course of Business, make any real estate loans secured by undeveloped land or make any real estate loans secured by land located outside the States of New Jersey and New York; (t) establish, or make any commitment relating to the establishment of, any new branch or other office facilities other than those for which all regulatory approvals have been obtained; (u) elect to the Board of Directors of Parent any person who is not a member of the Board of Directors of Parent as of the date hereof; (v) change any method of Tax accounting, make or change any Tax election, file any amended Tax Return, settle or compromise any Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, enter into any closing agreement with respect to acquire any financial institution Tax or its holding company surrender any right to claim a Tax refund; (w) after a Parent Acquisition Proposal (whether or not conditional) or intention to make a Parent Acquisition Proposal (whether or not conditional) shall have been made directly to Parent’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of Parent or any member of Parent’s Board of Directors, take any intentional act, or intentionally omit to take any act, that causes any one or more of Parent’s representations in this Agreement to be inaccurate in any material amount respect as of assets from the date of such act or omission; (x) take any financial institution or its holding companyother action outside of the Ordinary Course of Business; or (gy) agree to do any of the foregoing.

Covenants of Parent. Except as expressly provided in In connection with any offering of Registrable Common Shares pursuant to this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries toshall: (a) take any action that is intended or Prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may reasonably be expected necessary to result keep the registration statement effective for a period of not less than 120 days (unless filed pursuant to Rule 415 under the Securities Act, in any which case such period shall be until the end of the conditions Effectiveness Period), or such shorter period which will terminate when all Registrable Common Shares covered by such registration statement have been sold or withdrawn at the request of participating holders of Common Shares and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off DateSecurities Act; (b) change its methods Make available to each Holder (i) at least two business days prior to filing with the SEC, any registration statement covering shares of accounting Registrable Common Shares, any amendment or supplement thereto, and any prospectus used in effect at December 31connection therewith, 2023which documents will be subject to the reasonable review of such Holders, except in accordance and, with changes in GAAP respect to a registration statement prepared pursuant to Section 2, Parent shall not file any such documents with the SEC to which any such Holder shall reasonably object, and (ii) a copy of any and all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory accounting principles as concurred with by Parent’s independent auditorsbody or other body having jurisdiction (including any domestic securities exchange) relating to such offering of Registrable Common Shares; (c) amend its certificate Furnish to each Holder such number of incorporationcopies of such registration statement, by-laws or similar governing each amendment and supplement thereto (in each case including all exhibits thereto and documents other than incorporated by reference therein except to adopt provisions or authorize actions that do not adversely affect the holders extent available on the internet) and the prospectus included in such registration statement (including each preliminary prospectus and prospectus supplement) as such Holder may reasonably request to facilitate the sale of Company the Registrable Common StockShares; (d) adjustAfter the filing of such registration statement, splitpromptly notify each Holder of any stop order issued or, combine to Parent’s knowledge, threatened to be issued by the SEC and promptly take all reasonable actions to prevent the entry of such stop order or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parentto obtain its withdrawal if entered; (e) take Promptly inform each Holder (i) in the case of any action offering of Registrable Common Shares in respect of which a registration statement is filed under the Securities Act, of the date on which such registration statement or fail to take any action that is intended post-effective amendment thereto becomes effective and, if applicable, of the date of filing a Rule 430A or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a430B prospectus, and (ii) of any request by the CodeSEC, any securities exchange, government agency, self-regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or preliminary prospectus or prospectus included therein or any offering memorandum or other offering document relating to such offering; (f) enter into any agreement Subject to acquire any financial institution Section 3.1(h), until the earlier of (i) such time as all of the Registrable Common Shares being offered have been disposed of in accordance with the intended method of disposition by such Holder set forth in the registration statement or its holding company or a material amount of assets from other offering document (and the expiration of any financial institution prospectus delivery requirements in connection therewith) and (ii) the expiration of 120 days after such registration statement or its holding company; orother offering document becomes effective (unless the offering is a continuous offering of securities pursuant to Rule 415, in which case until the end of the Effectiveness Period) (provided however, that if the effectiveness of such registration statement is suspended for any reason, then the contemplated period shall extend for the time such registration statement’s effectiveness was suspended), keep effective and maintain any registration, qualification or approval obtained in connection with the offering of the Registrable Common Shares, and amend or supplement the registration statement or prospectus or other offering document used in connection therewith to the extent necessary to comply with applicable securities laws; (g) agree Use its commercially reasonable efforts to do have the Registrable Common Shares listed on any domestic and foreign securities exchanges on which the Common Shares are then listed; (h) As promptly as practicable, notify each Holder at any time when a prospectus relating to the sale of the foregoingRegistrable Common Shares is required by law to be delivered in connection with sales by a dealer, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such shares, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading, and as promptly as practicable make available to each Holder any such supplement or amendment; (i) Make available for inspection during the normal business hours of Parent by any Holder and any attorney, accountant or other agent retained by any such Holder in connection with the sale of Registrable Common Shares (collectively, the “Inspectors”), all relevant financial and other records, pertinent corporate documents and properties of Parent as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, trustees, directors and employees of Parent to supply all information reasonably requested by any such Inspector in connection with such registration statement; provided, however, that (i) in connection with any such inspection, any such Inspectors shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by Parent of its business and (ii) any records, information or documents shall be kept confidential by such Inspectors, unless (A) such records, information or documents are in the public domain or otherwise publicly available or (B) disclosure of such records, information or documents is required by a court or administrative order or by applicable law and notice of such requirement is promptly given to Parent after being received; (j) Take such other actions as are reasonably required to expedite or facilitate the sale of the Registrable Common Shares; (k) Make “generally available to its security holders” (within the meaning of Rule 158 under the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder no later than 45 days, or such shorter period as may be required if Parent is an accelerated filer as defined in Rule 12b-2 promulgated under the Exchange Act, (or 90 days, or such shorter period as may be required if Parent is an accelerated filer as defined in Rule 12b-2 promulgated under the Exchange Act, after the end of any 12-month period if such period is a fiscal year) beginning with the first day of Parent’s first fiscal quarter commencing after the effective date of the registration statement, which earnings statement shall cover said 12-month period; (l) Take all other commercially reasonable steps necessary to effect the registration of the Registrable Common Shares contemplated hereby.

Covenants of Parent. Except as expressly provided set forth in Section 6.2 of the Parent Disclosure Schedule or as otherwise contemplated by this Agreement, during the period from the date of this Agreement to hereof until the Effective Time, the Parent shall use commercially reasonably efforts toshall, and shall cause each of its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices practice and prudent banking practice; (ii) maintain and use its commercially reasonable efforts to preserve intact its business organization, properties, leases, employees organizations and advantageous business relationships with third parties and retain to keep available the services of its present officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, except with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Section 6.2 of the Parent Disclosure Schedule or as otherwise specifically provided contemplated by this Agreement or consented to in writing by Agreement, the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and nor shall not it permit any of its Subsidiaries to: (a) adopt or implement any amendment to its, or any of its Subsidiaries’, articles of incorporation or any changes to its, or any of its Subsidiaries’, bylaws or comparable organizational documents; (b) declare or pay any dividend or distribution (except for dividends paid in the ordinary course of business by any direct or indirect wholly owned Subsidiary to Parent or any other direct or indirect wholly owned Subsidiary) or make any other distribution on any shares of its capital stock or other equity interest; (c) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any outstanding shares of Parent Securities or Parent Subsidiary Securities or any securities convertible into or exercisable for any shares of Parent Securities or Parent Subsidiary Securities; (d) take any action that is intended to or may would reasonably be expected to adversely affect or materially delay the ability of either Company or Parent to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby; or (e) take any action that is intended to, would or would be reasonably likely to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement Article VIII not being satisfied or not being satisfied prior to prevent or materially delay the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) consummation of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoingtransactions contemplated hereby, except, in every case, as may be required by applicable Law.

Covenants of Parent. Except (a) Unless Purchaser otherwise agrees in writing, Parent shall, and shall use its best efforts to cause the Relevant Parent Subsidiary and the Corporation to, do the following at their sole expense until the Closing: (i) No amendment shall be made to the Certificate of Incorporation or By-Laws of the Corporation or any of its Subsidiaries. (ii) No share of capital stock of the Corporation or any of its Subsidiaries, Option or Unauthorized Option to acquire any such share or right to subscribe to or purchase any such share or security convertible into or exchangeable for any such share, shall be issued or sold by the Corporation or any of its Sub- sidiaries, other than as expressly may be required upon the exercise of the Options and Unauthorized Options listed on Schedule 5.3(a)-2. The Anti-Dilution Agreement shall not be amended, rescinded, modified or waived in any respect. (iii) No dividend or liquidating or other distribution (in cash, stock or otherwise) or stock split shall be authorized, declared, paid or effected by the Corporation in respect of the outstanding shares of Corporation Common Stock or Corporation Preferred Stock. No direct or indirect redemption, purchase or other acquisition shall be made by the Corporation of shares of Corporation Common Stock or Corporation Preferred Stock, other than repurchases of stock from employees whose employment by the Corporation terminates on or after the date hereof but prior to the Closing in accordance with the terms of existing agreements providing for such repurchase. True, complete and correct copies of such agreements have been provided in this Agreement, during the period to Purchaser. Any consider- ation paid for such repurchases shall be deducted from the date aggregate funds available for payment to minority shareholders under Section 7.6. (iv) The Corporation and its Subsidiaries shall (A) operate their business in the ordinary course of this Agreement business as historically conducted, (B) maintain their assets in good operating condition, (C) pay those debts and accounts payable relating to their business that are incurred by them, in the ordinary course of business and on a timely basis, (D) not incur any obligations for borrowed money other than Bank Debt and Intercompany Indebtedness and (E) not permit Bank Debt or Intercompany Indebtedness to exceed the amounts referred to with respect thereto in Section 2.3. (v) The Corporation and its Subsidiaries shall afford Purchaser, its attorneys, accountants and representatives, free and full access to the Effective Timebusiness of the Corporation and its Sub- sidiaries, their assets, the books and records of the Corporation and its Subsidiaries relating thereto and employees of the Corporation and its Subsidiaries who are familiar with the business and assets of the Corporation and its Subsidiaries, at all reason- able times upon reasonable notice during normal business hours and in such a manner as not to disrupt business, and shall provide to Purchaser and its representatives such additional financial and operating data and other information as to their business and assets as Purchaser shall from time to time reasonably request. Purchaser shall take the foregoing actions in cooperation with Parent. Parent shall use commercially reasonably efforts permit a representative of Purchaser to be on the premises of the Corporation and shall cause the Board of Directors of the Corporation to instruct the officers of the Corporation to consult with such representative on any business decisions not in the normal course of business except any business decision not in the normal course of business which would have an impact on the Corporation not in excess of Twenty-Five Thousand and 00/100 Dollars ($25,000.00). Parent shall not permit the Corporation to make any new capital expenditures of which Parent is aware without the prior consent of Purchaser, unless such expenditure does not exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00). (vi) Parent shall promptly advise Purchaser in writing of the commencement or threat against Parent or the Corporation of any suit, litigation or legal proceeding that relates to or might affect the business of the Corporation and its Subsidiaries or the transactions contemplated hereby, if and to the extent such matters are communicated to Parent. (vii) Parent and the Corporation shall cause all casualty and liability insurance coverage currently in effect with respect to the assets of the Corporation to remain in effect and apply all insurance proceeds in respect of casualty to the replacement or rebuilding of such assets. (viii) Parent shall not, and shall not give its permission to or authorize any officer, director, employee or representative to, and shall use its best efforts to cause its Subsidiaries to use commercially reasonable efforts the Corporation not to, and not to give its permission or authorize any officer, director, employee or representative to, solicit or enter into, negotiations with any party, other than Purchaser, for the purchase and sale of the Corporation, any Subsidiary of the Corporation or the business or assets of any of them. Parent shall not be responsible for the actions of any Person who acts in violation of this Section without Parent's authorization; provided that in connection with any such actions, (iw) conduct Parent shall promptly advise Purchaser if Parent becomes aware of them, (x) Parent shall not permit the provision of Confidential Information regarding the Corporation to any Person, (y) Parent shall not permit the access of any Persons to the Corporation, its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leasesbusiness, employees or customers and advantageous (z) Parent shall not permit any other activity that may disrupt the business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability operations of the Company Corporation or Parent interfere with Parent's ability to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for consummate the transactions contemplated hereby at the Closing, to the extent Parent has the legal power to prevent such interference. (b) After the Closing Date, documents (including information embodied in computer-readable media) that are retained by Parent and that are related to the Corporation or which would the operation of the business of the Corporation and its Subsidiaries prior to the Closing Date shall be open for inspection by representatives of Purchaser or the Corporation at any time during regular business hours upon reasonable advance notice, and Purchaser or the Corporation may make such copies thereof as it may reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restrictionrequest. Without limiting the generality of the foregoing, Parent shall not destroy or as otherwise specifically provided by this Agreement give up possession of any item referred to above without first offering to Purchaser or consented to in writing by the Company Corporation the opportunity, at expense of Purchaser or the Corporation (such consent not to be unreasonably withheldbut without any other payment), from to obtain the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoingsame.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from From the date of this Agreement to until the earlier of the Effective TimeTime or the termination of this Agreement, Parent covenants and agrees that it shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) continue to conduct its business and the business of the Parent Subsidiaries in a manner designed in its reasonable judgment to enhance the ordinary long-term value of the Parent Common Stock and usual course consistent with past practices the business prospects of Parent and prudent banking practice; the Parent Subsidiaries, and (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would (a) materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent any Party to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party Consents required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvalsprevent the transactions contemplated hereby, consents or waivers containing any material condition or restriction. Without limiting including the generality of the foregoingMerger, from qualifying for pooling-of-interests accounting treatment or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code; , (fb) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from materially adversely affect the ability of any financial institution Party to perform its covenants and agreements under this Agreement, or its holding company(c) result in Parent entering into an agreement with respect to an Acquisition Proposal with a third party which could be reasonably expected to result in the Merger not being consummated or an agreement with respect to an Acquisition Proposal to be consummated prior to the Closing Date which would effect a change in the number or kind of shares of Parent Common Stock held by Parent shareholders immediately prior to such consummation; or (g) agree to do provided, that the foregoing shall not prevent Parent or any Parent Subsidiary from acquiring any other Assets or businesses or from discontinuing or disposing of any of its Assets or business if such action is, in the foregoingreasonable judgment of Parent, desirable in the conduct of the business of Parent and the Parent Subsidiaries and would not, in the reasonable judgment of Parent, likely delay the Effective Time to a date subsequent to the date set forth in Section 10.1(e) of this Agreement.

Covenants of Parent. Except as expressly provided in permitted by the terms of this Agreement, without the prior written consent of Ariston, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability not do any of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, following and shall not permit Ariston Merger Sub to do any of its Subsidiaries tothe following: (a) take Except as required by law, waive any action that is intended stock repurchase rights, accelerate, amend or may reasonably be expected to result change the period of exercisability of options or restricted stock, or reprise options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Datesuch plans; (b) change its methods of accounting Except as required by applicable law, grant any severance or termination pay to any officer or employee except pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in effect at December 31writing or made available to Ariston, 2023or adopt any new severance plan, except or amend or modify or alter in accordance with changes in GAAP any manner any severance plan, agreement or regulatory accounting principles as concurred with by Parent’s independent auditorsarrangement existing on the date hereof; (c) amend its certificate Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of incorporation, by-laws any capital stock or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (d) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock of Parent or makeAriston Merger Sub, declare except (i) repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or pay purchase agreements in effect on the date hereof (or any extraordinary such agreements entered into in the ordinary course of business consistent with past practice by Parent with employees hired after the date hereof), and (ii) for the purpose of funding or providing benefits under any stock option and incentive compensation plans, directors plans, and stock purchase and dividend on any capital stock of Parentreinvestment plans in accordance with past practice; (e) take Issue, deliver, sell, authorize, pledge or otherwise encumber or propose any action of the foregoing with respect to any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, or any equity-based awards (whether payable in shares, cash or otherwise) other than the issuance, delivery and/or sale of shares of Parent Common Stock (as appropriately adjusted for stock splits and the like) pursuant to the exercise of stock options or warrants outstanding as of the date of this Agreement; (f) Cause, permit or submit to a vote of Parent's stockholders any amendments to the Parent Charter Documents (or similar governing instruments of Ariston Merger Sub) other than as provided in Section 6.1(g); (g) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to enter into any joint ventures, strategic partnerships or strategic investments; (h) Sell, lease, license, encumber or otherwise dispose of any properties or assets except in the ordinary course of business consistent with past practice, except for the sale, lease, licensing, encumbering or disposition of property or assets which are not material, individually or in the aggregate, to the business of Parent and Ariston Merger Sub; (i) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent. (j) Adopt or amend employee stock purchase or employee stock option plan, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable "at will"), pay any special bonus or special remuneration to any director or employee, or increase the salaries, wage rates, compensation or other fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants except, in each case, as may be required by law; (i) Pay, discharge, settle or satisfy any litigation (whether or not commenced prior to the date of this Agreement) or any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities recognized or disclosed in the Parent Balance Sheet or incurred since the date of such financial statements, or (ii) waive the benefits of, agree to modify in any manner, terminate, release any person from or knowingly fail to take enforce the confidentiality or nondisclosure provisions of any action that agreement to which Parent or Ariston Merger Sub is intended a party or of which Parent or Ariston Merger Sub is a beneficiary; (l) Except in the ordinary course of business consistent with past practice, materially modify, amend or terminate any agreements or waive, delay the exercise of, release or assign any material rights or claims thereunder without providing prior notice to Parent; (m) Except as required by GAAP, revalue any of its assets or make any change in accounting methods, principles or practices; (n) Make any Tax election or accounting method change (except as required by GAAP) inconsistent with past practice that, individually or in the aggregate, is reasonably likely to result adversely affect in preventing any material respect the Tax liability or Tax attributes of Parent or Ariston Merger Sub, settle or compromise any material Tax liability or consent to any extension or waiver of any limitation period with respect to Taxes; (o) Take any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code or an exchange qualifying under Section 351 of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (gp) agree Agree in writing or otherwise to do take any of the foregoingactions described in Section 4.2 (a) through (o) above.

Covenants of Parent. Except as expressly provided in this Agreement, during During the period from the date of this Agreement to and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent agrees as to itself and its respective Subsidiaries (except to the extent that the Company shall use commercially reasonably efforts tootherwise consent in writing, and which consent shall cause its Subsidiaries not be unreasonably withheld or delayed), to use commercially reasonable efforts to, (i) conduct carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and usual course Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and prudent banking practice; (ii) maintain and policies to preserve intact its present business organization, properties, leases, employees and advantageous business relationships and retain keep available the services of its present officers and key employeesemployees and preserve its relationships with customers, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreementsuppliers, distributors, and (iv) take no action which would materially adversely affect or materially delay others having material business dealings with it. Parent shall promptly notify the ability of the Company or Parent to obtain any necessary approvals, consents or waivers other party of any Governmental Entity material event or third party required for occurrence not in the transactions ordinary course of business of Parent. Except as expressly contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to as set forth in writing by Section 5.02 of the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective TimeParent Disclosure Letter, Parent shall not, not (and shall not permit any of its respective Subsidiaries to:), without the written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) take Accelerate, amend or change the period of exercisability or vesting of warrants, options, stock purchase rights, restricted stock or other stock awards granted under the Parent Stock Plans or authorize cash payments in exchange for any warrants, options, stock purchase rights, restricted stock or other stock awards granted under the Parent Stock Plans, except as required by the terms of such plans or any related agreements in effect as of the date of this Agreement; (b) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants at a price not greater than the then current fair market value in accordance with agreements providing for the repurchase of shares in connection with any termination of service to such party; (c) Grant, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock (including Parent Common Stock held in treasury) or securities convertible into shares of its capital stock, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than (i) the issuance of shares of Parent Common Stock pursuant to the exercise of options, warrants, convertible securities, stock purchase rights, restricted stock or other stock awards outstanding on the date of this Agreement, or granted, issued or awarded after the date of this Agreement in accordance with this subsection (c), or pursuant to Parent's Employee Stock Purchase Plan and (ii) if the Closing shall not have occurred prior to January 1, 2005, grants of stock options pursuant to the Parent Stock Plans ("Parent Stock Options") to acquire up to an aggregate of 110% of the aggregate number of shares of Parent Common Stock underlying Parent Stock Options granted in 2004, with an exercise price per share of Parent Common Stock no less than the fair market value of a share of Parent Common Stock as of the date of grant; (d) Acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or any of the assets of, or by any other manner, any business or any corporation, partnership or other business organization or division, or otherwise acquire or agree to acquire any assets (other than inventory and other items in the ordinary course of business), except for all such acquisitions involving aggregate consideration of not more than $50 million; (e) Except for transactions among Parent and its Subsidiaries, redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock other than in connection with the exercise of outstanding Parent Stock Options pursuant to the terms of the Parent Stock Plans and the relevant written agreements evidencing the grant of such Parent Stock Options; (f) Sell, lease, license or otherwise dispose of any of its properties or assets, other than (i) sales or dispositions of assets in the ordinary course of business or as may be required by applicable Law, (ii) sales of inventory and other current assets, (iii) sales or dispositions of assets in one or a series of related transactions having an aggregate value of $25 million or less or (iv) divestitures pursuant to Section 6.05; (g) (i) Increase or agree to increase the compensation or benefits payable or to become payable to the officers or employees of Parent or any of its Subsidiaries, except (A) for increases in salary or wages of such officers or employees in the ordinary course of business in accordance with past practices (including bonuses), (B) pursuant to contractual arrangements in effect on the date of this Agreement, (C) in connection with the assumption by such officer or employee of material new or additional responsibilities or (D) to respond to offers of employment made by third parties; (ii) grant any additional severance or termination pay to, or enter into any employment or severance agreements with, any employees or officers, other than (A) payments or agreements paid to or entered into with employees (other than officers) in the ordinary course of business in accordance with past practices, (B) severance agreements for up to 14 individuals providing for the payment of severance of up to the equivalent of 24 months base salary (and no other benefit) or (C) pursuant to contractual arrangements in effect on the date of this Agreement, (iii) establish, adopt, enter into or materially and adversely amend any collective bargaining agreement (other than as required by Law), or (iv) establish, adopt, enter into, amend or terminate any Parent Employee Plan or any other bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees of Parent or any of its Subsidiaries (except as expressly permitted by (i) or (ii) of this Section 5.02(g)); (h) Amend or propose to amend its charter or by-laws, except as contemplated by this Agreement; (i) Incur any indebtedness for borrowed money other than (i) borrowings pursuant to credit agreements in effect as of the date hereof or replacement credit agreements on substantially similar terms as Parent's credit agreements in effect as of the date hereof and having aggregate borrowing capacity not to exceed 150% of Parent's borrowing capacity under its existing credit agreements and (ii) seller financings in connection with acquisitions permitted by this Section 5.02; (j) Enter into any agreement or arrangement that limits or otherwise restricts Parent or any of its Subsidiaries or any of their respective affiliates or any successor thereto from engaging or competing in any line of business or in any geographic area; (k) Change any method or principle of financial accounting in a manner that is inconsistent with past practice, except to the extent required by GAAP as advised by Parent's regular independent accountants, make or change any material tax election, or settle or compromise any material Tax Liability or refund; (l) Make or commit to make any capital expenditures other than in the ordinary course of business; (m) Take any action that is intended or may would reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE Article VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding companysatisfied; or (gn) Take, or agree in writing or otherwise to do take, any of the foregoingactions described in paragraphs (a) through (m) above. Nothing contained in this Agreement shall give the Company, directly or indirectly, rights to control or direct Parent's operations prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iiiii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iviii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.2 of the Parent Disclosure Schedule or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE Article VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 20232014, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than (i) to enable Parent to comply with the provisions of this Agreement, (ii) to enable Parent’s Bank to comply with the provisions of the Bank Merger Agreement, (iii) to establish one or more series of Parent Preferred Stock or (iv) to adopt provisions or authorize actions that do not materially and adversely affect the holders of Company Series C Preferred Stock or Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (gd) agree to do any of the foregoing.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from From the date of this Agreement to until the earlier of the Effective TimeTime or the termination of this Agreement, Parent covenants and agrees that it shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) continue to conduct its business and the business of the Parent Subsidiaries in a manner designed in its reasonable judgment to enhance the ordinary long-term value of the Parent Common Stock and usual course consistent with past practices the business prospects of Parent and prudent banking practice; the Parent Subsidiaries, and (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would (a) materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent any Party to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party Consents required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvalsprevent the transactions contemplated hereby, consents or waivers containing any material condition or restriction. Without limiting including the generality of the foregoingMerger, from qualifying for pooling- of-interests accounting treatment or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code; , (fb) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from materially adversely affect the ability of any financial institution Party to perform its covenants and agreements under this Agreement, or its holding company(c) result in Parent entering into an agreement with respect to an Acquisition Proposal with a third party which could be reasonably expected to result in the Merger not being consummated or an agreement with respect to an Acquisition Proposal to be consummated prior to the Closing Date which would effect a change in the number or kind of shares of Parent Common Stock held by Parent shareholders immediately prior to such consummation; or (g) agree to do provided, that the foregoing shall not prevent Parent or any Parent Subsidiary from acquiring any other Assets or businesses or from discontinuing or disposing of any of its Assets or business if such action is, in the foregoingreasonable judgment of Parent, desirable in the conduct of the business of Parent and the Parent Subsidiaries and would not, in the reasonable judgment of Parent, likely delay the Effective Time to a date subsequent to the date set forth in Section 10.1(e) of this Agreement; provided, however, should Parent's shareholders fail to approve an amendment to Parent's Restated Charter of Incorporation to increase the number of authorized shares of Parent Common Stock, then Parent may take such actions as would prevent the transactions contemplated hereby, including the Merger, from qualifying for pooling-of-interests accounting treatment.

Covenants of Parent. Except as expressly provided in this AgreementParent covenants and agrees that, during until the period from earlier of the date of Closing and the time that this Agreement is terminated in accordance with its terms, unless the Company otherwise consents in writing (to the Effective Timeextent that such consent is permitted by applicable Law), which consent shall not be unreasonably withheld, conditioned or delayed, or as is otherwise disclosed in Section 4.2 of the Parent shall use commercially reasonably efforts toDisclosure Letter or expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law or Order: (a) the respective businesses of Parent and the Parent Material Subsidiaries will be conducted, their respective facilities will be maintained, and shall cause its Parent and the Parent Material Subsidiaries will continue to operate their respective businesses, only in the ordinary course of business in an effort to preserve the value thereof; (b) Parent will use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) to maintain and preserve intact its and the Parent Material Subsidiaries’ respective business organizationorganizations, assets, properties, leasesrights, employees goodwill and advantageous business relationships and retain keep available the services of its and its subsidiaries’ respective officers and key employeesemployees as a group; (c) Parent will not, and will not permit any of the Parent Material Subsidiaries to, directly or indirectly: (i) alter or amend its articles, charter, by-laws or other constating documents in a manner adverse to the Company Shareholders; (ii) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any of its securities other than in the ordinary course of business and consistent with past practice except, in the case of any of Parent’s wholly-owned Subsidiaries, for dividends payable to Parent or among wholly-owned Subsidiaries of Parent; (iii) take no action which would materially adversely affect split, divide, consolidate, combine or materially delay reclassify the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and Common Shares; (iv) take no action which would materially adversely affect amend the material terms of any other securities of Parent; (v) adopt a plan of liquidation or materially delay resolution providing for the ability liquidation or dissolution of Parent or any of its Subsidiaries; or (vi) enter into any agreement, contract, covenant, undertaking, or commitment with respect to any of the Company or foregoing; or (vii) issue any Parent to obtain any necessary approvals, consents or waivers securities other than in settlement of any Governmental Entity outstanding equity compensation awards; and (d) Parent will promptly notify the Company in writing of any circumstance or third party required for development that, to the transactions contemplated hereby knowledge of Parent, has had or which would reasonably be expected to result have, individually or in any such approvalsthe aggregate, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, a Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoingMaterial Adverse Effect.

Covenants of Parent. Except Parent hereby covenants as expressly provided follows: 8.5.1 At all times from the date hereof through the date of Closing, Seller shall cause to be in force fire and extended coverage insurance upon the Property, and public liability insurance with respect to damage or injury to persons or property occurring on the Property in at least such amounts as are maintained by Seller on the Effective Date; 8.5.2 From the end of the Inspection Period through the date of Closing, Seller will not enter into any new lease with respect to the Property, without Buyer’s prior written consent, which shall not be unreasonably withheld. Exercise of a renewal option shall not be considered a new lease (“Renewed Lease”). Any tenant improvement costs, capital maintenance or improvement costs, allowances and brokerage commissions payable with respect to a new lease or a Renewed Lease shall be paid by Buyer and if Seller has paid any such costs prior to Closing, Parent shall receive a credit at Closing for such costs. Further, Seller will not modify any existing Lease covering space in the Property without first obtaining the written consent of Buyer which shall not be unreasonably withheld, conditioned or delayed. Buyer shall have five (5) business days in which to approve or disapprove of any new lease for which it has a right to consent. Failure to respond in writing within said time period shall be deemed to be consent; 8.5.3 From the Effective Date through the date of Closing, Seller shall not sell, assign, or convey any right, title or interest whatsoever in or to the Property, or create or permit to attach any lien, security interest, easement, encumbrance, charge, or condition affecting the Property (other than the Permitted Exceptions) without promptly discharging the same prior to Closing; and 8.5.4 Seller shall not, without Buyer’s written approval, such approval not to be unreasonably withheld, conditioned or delayed, (a) amend or waive any right under any Service Contract except in connection with the termination of any Contract required to be terminated by Seller prior to Closing pursuant to the terms of this Agreement, during or (b) enter into any agreement of any type affecting the period from Property that is not terminable on 30 days notice. 8.5.5 From the date of this Agreement to through the Effective Time, date of Closing: (a) Parent shall use commercially reasonably efforts to, cause the Company and shall cause its Subsidiaries Seller to use commercially reasonable efforts to, (i) conduct its business to carry on their respective businesses in the ordinary and usual course of business, consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organizationpractices, propertiessubject to the other provisions of this Agreement. Notwithstanding the foregoing, leases, employees and advantageous business relationships and retain nothing contained in this Agreement shall prohibit the services Company or any of its officers subsidiaries, whether or not in the ordinary course of business and key employeeswhether or not consistent with past practice, (iii) take no action which would materially adversely affect from paying, transferring or materially delay distributing cash to Parent, the ability Company or any of its subsidiaries, including, without limitation, any cash held in operating or other non-Lender- controlled accounts of the Company or any subsidiary; (b) except in connection with the Spin-Off (as defined in Section 8.5.6), Parent shall not and shall cause the Company and its subsidiaries not to: (i) amend the Certificates of Formation or limited liability company agreement of any of the Company or its subsidiaries; or (ii) make any change in the capital structure of any of the Company or its subsidiaries, issue or permit the transfer of any limited liability company interests in the Company or its subsidiaries, become a party to perform it covenants any subscriptions, warrants, rights, options, convertible securities, or other agreements or commitments of any character related to limited liability company interests of the Company or any of its subsidiaries, or to other equity securities of the Company or any of its subsidiaries, and agreements on a timely basis (c) Parent shall give Buyer written notice of any material change in its representations and warranties set forth in Section 8.1 of this Agreement of which Parent has actual notice; provided, however, that in no event shall the giving of any such notice by Parent (i) affect any of the respective rights and obligations of the parties under this Agreement, including, without limitation, Buyer’s obligation to consummate the Merger, or (ii) be deemed a breach of any representation or warranty of Parent; and provided, further, that notwithstanding anything to the contrary in this Agreement, in no event shall the failure of Parent to give Seller notice of any material change in its representations and warranties in accordance with this Section 8.5.5(c) give Buyer the right to terminate this Agreement pursuant to Section 14.1 or Section 8.2.2(a) hereof or otherwise entitle Buyer to a return of its Deposit. 8.5.6 Prior to the Closing, Parent and the Company shall engage in a transaction or series of transactions (ivcollectively, the “Spin-Off”) take no action which would materially adversely affect will result in the Company ceasing to own a limited liability company interest in both ▇▇▇▇▇▇ LLC and ▇▇▇▇▇▇ LLC (collectively, the “Former Subsidiaries”) or materially delay the ability in any \ other subsidiary of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjustSeller, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) take any action or fail to take any action that is intended or is reasonably likely to result unless approved by Buyer in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) enter into any agreement to acquire any financial institution or its holding company or a material amount of assets from of any financial institution or its holding company; or (g) agree to do any of the foregoingwriting.

Covenants of Parent. Except AcquireCo and CallCo Relating to the ArrangementExcept such actions as are expressly provided in permitted pursuant to any other term of this Agreement, during the period from the date of this Agreement to the Effective TimeParent, Parent shall use commercially reasonably efforts toAcquireCo and CallCo shall, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis joint and several basis, perform all obligations required to be performed by Parent, AcquireCo and CallCo under this Agreement, co-operate with SRx in connection therewith, and (iv) take no action which would materially adversely affect do all such other acts and things as may be necessary or materially delay desirable in order to consummate and make effective, as soon as reasonably practicable, the ability of Arrangement and the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the other transactions contemplated hereby or which would reasonably be expected to result in any such approvalsthis Agreement and, consents or waivers containing any material condition or restriction. Without without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld)Parent, from the date of this Agreement until the Effective Time, Parent shall not, AcquireCo and shall not permit any of its Subsidiaries toCallCo shall: (a) take apply for and use all commercially reasonable efforts in co-operation with SRx to obtain all Key Regulatory Approvals and, in doing so, keep SRx informed in a timely manner as to the status of the proceedings or other actions related to obtaining the Key Regulatory Approvals, including (i) providing SRx with copies of all related applications and notifications, in draft form, in order for SRx to provide its comments thereon, and Parent, AcquireCo and CallCo shall consult with the SRx on any action comments provided in good faith; (ii) promptly furnishing to SRx copies of notices or other formal communications received by Parent, AcquireCo or CallCo from, or given by Parent, AcquireCo or CallCo to, any Governmental Entity (including any Securities Authority) with respect to the transactions contemplated by this Agreement or otherwise; (iii) not making any commitments, providing any undertakings or assuming any obligations, in each case, that is intended or may are outside the ordinary course of business, without the prior written consent of SRx; and (iv) subject to applicable Law, each of Parent, AcquireCo and CallCo shall, to the extent reasonably be expected practicable, provide SRx and its counsel with the opportunity to result participate in any substantive meeting, teleconference or other material communication with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off DateKey Regulatory Approvals; (b) change use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement in its methods power to satisfy and comply promptly with all requirements which applicable Law may impose on Parent, AcquireCo and CallCo with respect to the Arrangement or the other transactions contemplated by this Agreement and including effecting all necessary registrations, filings and submissions of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with information requested by Governmental Entities required to be effected by Parent’s independent auditors, AcquireCo, CallCo or any of their subsidiaries in connection with the Arrangement and cooperating with SRx in connection with its performance of its obligations hereunder; (c) amend its certificate use all commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against P▇▇▇▇▇, AcquireCo or CallCo challenging or affecting this Agreement or the consummation of incorporationthe transactions contemplated hereby and use all commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to Parent, by-laws AcquireCo or similar governing documents CallCo which may materially impede the ability of the Parties to consummate the Arrangement or the other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stocktransactions contemplated by this Agreement; (d) adjustuse all commercially reasonable efforts to obtain, splitand to assist SRx with respect to obtaining, combine as applicable, all consents, waivers or reclassify approvals required under all Material Contracts, including waivers required in connection with any capital stock change of Parent or make, declare or pay control provisions contained in any extraordinary dividend on any capital stock of ParentMaterial Contracts; (e) take use all commercially reasonable efforts to take, or cause to be taken, all actions and do or cause to be done all things reasonably necessary, proper or advisable on its part under applicable Law and the policies of NYSE American to enable the listing on NYSE American by Parent of the Parent Shares on the Effective Date; (f) use its commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption is available for the issuance of Consideration to the SRx Shareholders in exchange for their SRx Shares pursuant to the Plan of Arrangement; (g) until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, subject to applicable Law, make available and cause to be made available to SRx, and its Representatives, information reasonably requested by SRx for the purposes of preparing, considering and implementing integration and strategic plans for the acquisition by Parent of SRx following the Effective Date; and (h) until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, Parent, AcquireCo and CallCo shall, to the extent not precluded by applicable Law, promptly notify SRx, in writing, and promptly provide copies of any action related documentation received, when Parent has knowledge of: (i) any notice or fail to take other communication from any action Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or other Person) is intended or may be required in connection with this Agreement or the Arrangement; (ii) any notice or other communication from any Governmental Entity in connection with the Arrangement or this Agreement; (iii) any matter that has resulted in, or is reasonably likely to result in, a condition set forth in preventing the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code6.1 or 6.3 not being satisfied; (fiv) enter into the failure of Parent, AcquireCo or CallCo to perform any agreement obligations to acquire be performed by it under this Agreement such that any financial institution conditions set forth in Section 6.1 or its holding company or a material amount of assets from of any financial institution or its holding company6.3 would not be satisfied; or (gv) agree any filing, actions, suits, claims, investigations or proceedings commenced or, to do the knowledge of Parent, AcquireCo or CallCo, threatened orally or in writing against, or, in respect of any filing, actions, suits, claims, investigations or proceedings existing as at the date hereof, if any additional filing, actions, suits, claims, investigations or proceedings are made or threatened orally or in writing, in each case relating to or involving or otherwise affecting Parent, its subsidiaries or any of their respective assets that would reasonably be expected to be material to Parent and its subsidiaries, taken as a whole; and (i) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the foregoingaggregate, prevent, materially delay or otherwise materially impede the consummation of the Arrangement.

Covenants of Parent. Except as expressly provided (a) Reattribution Election. Parent hereby covenants and agrees that parent will not permit any Subsidiary of Parent to cease to be a member of the Group unless Parent and such Subsidiary agree that Parent and such Subsidiary will make any elections required for the Group to retain the net operating loss carryforwards of such Subsidiary, pursuant to the procedure set forth in this AgreementProposed Treasury Regulation Section 1.1502-20(g)(1) and similar or successor provision. (b) Covenant of Parent with Respect to Indemnification. Parent hereby covenants and agrees that, during the period from the date if Parent is obligated under Paragraph 8 of this Agreement to indemnify any member of the Effective TimeWorldwide Group, Parent will cause the Subsidiaries of Parent to pay dividends to it in such amounts as may be necessary to satisfy such indemnity obligations, provided that such dividends shall use commercially reasonably efforts to, and shall cause its Subsidiaries not be required from any Subsidiary of Parent to use commercially reasonable efforts to, the extent that (i) conduct its business in the ordinary making of such dividend would cause such Subsidiary to violate any contractual or governmental restrictions (and usual course consistent with past practices and prudent banking practice; Parent agrees to use reasonable efforts to have any such restrictions waived or otherwise removed, provided that such efforts shall not cause the imposition on Parent or such subsidiary of any additional costs or legal or regulatory burdens deemed by Parent or such Subsidiary to be material), or (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent such Subsidiary does not have funds legally available to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any make such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2023, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors;dividend; and (c) amend its certificate of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Common Stock; (d) adjust, split, combine or reclassify any capital stock Covenant of Parent or make, declare or pay any extraordinary dividend on any capital stock with Respect to Subsidiaries of Parent; (e) take any action or fail . Parent hereby covenants and agrees to take any action that is intended or is reasonably likely cause the Subsidiaries of Parent to result in preventing enter into agreements with the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) members of the Code; (f) enter into Worldwide Group under which any Subsidiary of Parent agrees to pay such member of the Worldwide Group, to the extent that such payment would not violate any contractual or governmental restrictions, such Subsidiary's share of the Federal income tax liability of the Group for which such member of the Worldwide Group becomes liable solely pursuant to Treasury Regulation Section 1.1502-6. Parent agrees to use reasonable efforts to have any restrictions on payments by a Subsidiary of Parent under such agreement to acquire any financial institution waived or its holding company otherwise removed, provided that such efforts shall not cause the imposition on Parent or a material amount of assets from such Subsidiary of any financial institution additional costs or its holding company; or (g) agree legal or regulatory burdens deemed by Parent or such Subsidiary to do any of the foregoingbe material.

Covenants of Parent. Except as expressly provided in this Agreement, during the period from the date of this Agreement Subject to the Effective Timeconsummation of the Reorganization ------------------- and the Acquisition, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or materially delay the ability of the Company or Parent to perform it hereby covenants and agreements on a timely basis under this Agreement, agrees with Litronic and (iv) take no action which would materially adversely affect or materially delay the ability of Litronic Stockholders and Pulsar and the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, or Pulsar Stockholders as otherwise specifically provided by this Agreement or consented to in writing by the Company (such consent not to be unreasonably withheld), from the date of this Agreement until the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries tofollows: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in ARTICLE VII of this Agreement not being satisfied or not being satisfied If, prior to the Cut-Off Date;Acquisition Closing, any Litronic Stockholder or any Pulsar Stockholder gives written notice to Parent of a statement contained in the Registration Statement that, in such Stockholder's opinion, is false or misleading, or that the Registration Statement omits to state a fact necessary to make the statements contained therein not false or misleading, and if Parent fails to amend the Registration Statement to address such statement or omission to the reasonable satisfaction of such Stockholder, then Parent hereby agrees to indemnify such Stockholder against any loss or damage (including reasonable attorneys' fees) suffered by such Stockholder as a consequence of any claim brought against such Stockholder by any third party on the basis of the statement or omission of which such Stockholder gave notice. (b) change its methods Parent will use all commercially reasonable efforts to obtain the release, at or immediately following the Acquisition Closing, of accounting all Litronic Guarantees. Parent covenants that it will either (i) take steps to ensure, to the Litronic Stockholders' reasonable satisfaction, that each such loan and similar credit obligation guaranteed by the Litronic Stockholders will be satisfied and permanently discharged as of the Acquisition Closing or (ii) obtain and deliver to the Litronic Stockholders at or before the Reorganization Closing the written assurance from the guaranteed party with respect to each such loan and similar credit obligation guaranteed by the Litronic Stockholders to the effect that, upon or as of the Acquisition Closing, the Litronic Stockholders will be released from the applicable Litronic Guarantee. Parent further covenants that it will indemnify the Litronic Stockholders against any loss (including reasonable attorneys' fees) in effect at December 31connection with any Litronic Guarantees that have been so disclosed and, 2023if applicable, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors;reflected. (c) amend After completion of the IPO, Parent shall use its certificate best efforts to continue the quotation of incorporation, by-laws or similar governing documents other than to adopt provisions or authorize actions that do not adversely affect the holders of Company Parent Common Stock;Stock on the Nasdaq National Market. (d) adjustParent agrees with respect to continuing employees of Litronic and Pulsar to recognize all vacation time accrued through the Acquisition Closing under the vacation policies of Litronic and Pulsar as of the Acquisition Closing, splitand to implement health, combine retirement and other benefit plans with benefits comparable or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent;superior to those currently in place at Litronic and Pulsar. (e) At or prior to the Acquisition Closing, Parent shall take any or cause to be taken all necessary action or fail to take any action that is intended or is reasonably likely to result in preventing such that, at the Merger from qualifying as a “reorganization” within Acquisition Closing and concurrent with the meaning of Section 368(a) effectiveness of the Code;Amended Charter, the Board of Directors of Parent shall be comprised of five (5) members. The first class of directors shall serve until the annual meeting of stockholders held in 2000 and shall initially consist of two members, one of whom shall be identified by Litronic and one of whom shall be identified by Pulsar prior to the Reorganization Closing, who shall be elected to the Board of Directors immediately after the Acquisition Closing. The second class of directors shall serve until the annual meeting of stockholders held in 2001 and shall initially consist of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall be elected to the Board of Directors immediately after the Acquisition Closing. The third class of directors shall serve until the annual meeting of stockholders held in 2002 and shall initially consist of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and ▇▇▇▇ ▇▇▇▇, who shall be elected to the Board of Directors immediately after the Acquisition Closing. All subsequent terms of each class of directors after such class first stands for re-election shall expire at the third succeeding annual meeting of stockholders after their election. At or prior to the Acquisition Closing, the Companies shall take or cause to be taken all necessary action such that, at the Acquisition Closing, the officers of Parent shall be as set forth on Exhibit 8.13(e), and each such person shall hold office until his or her respective successor is duly elected or appointed and qualified. (f) enter into any agreement Prior to acquire any financial institution the Acquisition Closing, Parent shall take or its holding company or a material amount cause to be taken all necessary action to adopt the Parent 1999 Stock Option Plan in substantially the form of assets from of any financial institution or its holding company; orExhibit 8.13(f). (g) agree Parent will cause a Form S-8 registration statement ("Form S-8") to do any be filed under the Securities Act with respect to the Parent Common Stock issuable upon exercise of the foregoingAssumed Options within 90 days of the first anniversary of the Acquisition Closing and will use its best efforts to maintain the effectiveness and current status of the Form S-8 for so long as any such Assumed Options remain outstanding; provided that (i) any Assumed Options held by any member of the immediate family of ▇▇▇▇ ▇▇▇▇ (other than A. R. Shah) or any officer, director or stockholder of Parent as of the Acquisition Closing shall be subject to the terms of applicable lock-up agreements with the Underwriter and (ii) no more than 100,000 shares of Parent Common Stock in the aggregate may be sold pursuant to the Form S-8 prior to the second anniversary of the Acquisition Closing. With respect to those individuals, if any, who subsequent to the Acquisition Closing will become subject to the reporting requirements under Section 16(a) of the Exchange Act, Parent shall administer those individuals' Assumed Options in a manner that complies with Rule 16b-3 promulgated under the Exchange Act. (h) Parent will use all commercially reasonable efforts to ensure, to the reasonable satisfaction of ▇▇▇▇▇▇▇ ▇▇▇▇▇, that (i) the indebtedness of Pulsar to Wilmington Trust Company which is guaranteed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be satisfied and permanently discharged within 90 days of the Acquisition Closing, or, in lieu thereof, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be released from such guarantee within such 90-day period.