Common use of Shareholder Approval Clause in Contracts

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company CBTC agrees to take, in accordance with applicable Law law and the Company CBTC Articles and the Company CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as soon promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 Registration Statement is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company The CBTC Board shall at all times prior to recommend that the CBTC shareholders approve and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (adopt the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meetingtransactions contemplated hereby; provided that the Company mayCBTC Board may fail to make such recommendation, without or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written consent notice to United (a “Notice of Parent, adjourn or postpone the Company Special Meeting (ARecommendation Change”) if of its intent to announce an Adverse Recommendation Change on the date on fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Company Special Meeting is originally scheduledPerson making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days nor more than ten following the delivery of such new Notice of Recommendation Change); (10b) days after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the date of adjournment, and subject subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall continue not be required to use all reasonable best effortspropose any such adjustments); and (c) the CBTC Board, together with its proxy solicitorfollowing such five (5) business day period, to assist determines in the solicitation of proxies from shareholders relating to the Company Shareholder Approvalgood faith, (B) after consultation with Parentits financial advisors and outside counsel, if that the failure to adjourn or postpone the Company Special Meeting take such action would be reasonably be expected likely to be constitute a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect breach of the Company Special Meeting (fiduciary duties of the “Company Record Date”), members of the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by CBTC Board under applicable Law or the Company Articles or the Company Bylawslaw.

Shareholder Approval. The Company agrees to Following the date that the Registration Statement is declared effective by the SEC, Sunshine shall take, in accordance with applicable Law and the Company Articles articles of incorporation and the Company Bylawsbylaws of Sunshine, all action necessary to convene a special meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Sunshine’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Sunshine Meeting”) and shall take all lawful action to solicit such approval by such shareholders. Sunshine shall use its commercially reasonable efforts to obtain the Company Requisite Sunshine Shareholder Approval. Subject Approval to Sections 6.9(b) consummate the Merger and (c)the other transactions contemplated hereby, and shall ensure that the Sunshine Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Sunshine in connection with the Sunshine Meeting are solicited in compliance with the MGCL, the Company Board articles of incorporation and bylaws of Sunshine, and all other applicable legal requirements. Except with the prior approval of CenterState, other than the items noted above, no other matters shall be submitted for the approval of Sunshine shareholders at the Sunshine Meeting. Except to the extent provided otherwise in Section 5.09, the board of directors of Sunshine shall at all times prior to and during such Company Special the Sunshine Meeting recommend such approval of this Agreement by the shareholders of Sunshine and shall use its reasonable best efforts the transactions contemplated hereby (including the Merger) and any other matters required to solicit such approval be approved by its Sunshine’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Board Sunshine Recommendation”). Without limiting ) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the generality interests of the foregoing, unless this Agreement has terminated in accordance CenterState or take any other action or make any other public statement inconsistent with its terms, this Agreement such recommendation and the Merger Proxy Statement-Prospectus shall be submitted include the Sunshine Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Company’s shareholders at the Company Special Meeting whether or Requisite Sunshine Shareholder Approval, Sunshine will not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided Sunshine Meeting unless Sunshine is advised by counsel that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so would result in a breach of the fiduciary duties of the board of directors of Sunshine. Sunshine shall keep CenterState updated with respect to the proxy solicitation results in connection with the Sunshine Meeting as reasonably requested by applicable Law or the Company Articles or the Company BylawsCenterState.

Shareholder Approval. (a) The Company agrees Board has adopted resolutions recommending to the Company’s shareholders approval of this Agreement, the Merger and any other matters required to be approved or adopted in order to effect the Merger and the other transactions contemplated hereby. (b) The Company Board will submit to its shareholders this Agreement, the Merger and any other matters required to be approved or adopted by such shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, the Company will take, in accordance with applicable Law law and the Company Articles and the Company Bylawsits Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “Company Meeting”) as soon promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain vote upon approval of this Agreement, the Merger and any such other matters. The Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall will use its reasonable best efforts to solicit such approval by obtain from its shareholders a vote approving this Agreement, the Merger and any such other matters, including by recommending that its shareholders vote in favor of this Agreement, the Merger and any such other matters. However, if the Company Board, after consultation with (and based on the “advice of) counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the Company Board Recommendation”). Without limiting the generality concludes in good faith constitutes a Superior Proposal, it would result in a violation of the foregoing, unless its fiduciary duties under applicable law to continue to recommend this Agreement has terminated and the Merger, then, in accordance with its terms, submitting this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) Meeting, the Company Board shall have effected a Company Adverse Change of Recommendation or may submit such items without recommendation (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted although the resolutions adopting such items prior to the Company date hereof, described in Section 6.2(a), may not be rescinded or any of its advisors. The Company shall notamended), without the prior written consent of Parent, adjourn or postpone in which event the Company Special MeetingBoard may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Company may, without Board may not take any actions under this sentence until after giving Parent at least 10 business days to respond to such Acquisition Proposal (and after giving Parent notice of the prior written consent of Parent, adjourn or postpone third party in the Company Special Meeting (A) if on Acquisition Proposal and the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the latest material terms and conditions of the Acquisition Proposal) and then taking into account any amendment or modification to this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so proposed by applicable Law or the Company Articles or the Company BylawsCompany.

Shareholder Approval. The Company agrees to take, in accordance In connection with applicable Law and the Company Articles and Company’s solicitation of the Company Bylaws, all action necessary to convene as soon as practicable after approval by its shareholders of the Form S-4 is declared effective (but in no event later than forty-five (45) days after transactions contemplated by the Form S-4 is declared effective)FSA Purchase Agreement, the Company Special Meeting to consider and will include a proposal (the “Proposal”) to obtain the Company approvals necessary under the rules of the NYSE to permit the issuance of the FSA Subsequent Shares and any Reset Shares or Pre-Emptive Shares related thereto or issuable hereunder (the “FSA Shareholder Approval”). Subject The Company represents and warrants to Sections 6.9(bthe Investor that the Board of Directors has, at a duly convened meeting, unanimously determined (with one director abstaining) that the transactions contemplated hereby are fair to and in the best interests of the shareholders of the Company (other than the Investor), approved this Amendment and determined to recommend to the Company’s shareholders that such shareholders approve the actions referenced above (such actions, collectively, the “Board Recommendation”). The Company will include the Proposal in the proxy statement related to the shareholders’ meeting at which the approval of the transactions contemplated by the FSA Purchase Agreement will be considered (and the Investor will reasonably cooperate with the Company in connection therewith) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall will use its reasonable best efforts to solicit proxies for such approval by its shareholders (shareholder approval. The Company will provide the “Company Board Recommendation”). Without limiting the generality Investor with drafts of the foregoingproxy statement and any amendments or supplements thereto prior to their filing with the Commission and a reasonable opportunity to comment thereon. The Company will notify the Investor promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted each case to the Company’s shareholders at extent related to the Company Special Meeting whether Investment Agreement or not (x) this Amendment or the Company Board shall have effected a Company Adverse Change transactions contemplated thereby, and will supply the Investor with copies of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to all correspondence between the Company or any of its advisorsrepresentatives, on the one hand, and the Commission or its staff, on the other hand, with respect to such proxy statement, to the extent related to the Investment Agreement or this Amendment or the transactions contemplated thereby. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company will as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. The Company agrees promptly to correct any information in the proxy statement if and to the extent that such information shall nothave become false or misleading in any material respect, without the prior written consent of Parent, adjourn or postpone and the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn will as promptly as practicable prepare and mail to its shareholders an amendment or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock supplement to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until correct such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject information to the terms extent required by applicable laws and conditions regulations. The Company will provide the Investor with drafts of this Agreement shall continue the proxy statement and any amendments or supplements thereto prior to use all mailing and will provide Investor a reasonable best efforts, together with its proxy solicitor, opportunity to assist comment thereon. The Board Recommendation will be included in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation proxy statement filed in connection with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change obtaining such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsshareholder approval.

Shareholder Approval. The Company agrees to (a) Seller shall take, in accordance with applicable South Carolina Law and the Company Restated Articles of Incorporation and the Company BylawsBy-Laws of Seller, all action necessary to convene an appropriate meeting of shareholders of Seller to consider and vote upon the approval of this Agreement and any other matters required to be approved by shareholders of the Seller for consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (including any adjournment or postponement thereof, the "Shareholders Meeting") as soon promptly as practicable after the Form S-4 Proxy Statement (as hereinafter defined) is declared effective cleared by the SEC. (but in no event later than forty-five (45b) days after the Form S-4 is declared effective)Except as expressly permitted by this Section 5.22, the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(bboard of directors of Seller (i) and (c), the Company Board shall at all times prior to recommend approval of the Acquisition (and during such Company Special Meeting recommend such approval any other matters necessary for consummation of the transactions contemplated hereby and by the Ancillary Agreements) by Seller's shareholders and shall use its reasonable best efforts not withdraw or modify or propose publicly to withdraw, modify or qualify in a manner adverse to Buyer such recommendation and shall take all reasonable, lawful action to solicit such approval by the shareholders of Seller, (ii) shall not approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, (iii) shall cause Seller not to enter into any letter of intent, agreement in principle, acquisition agreement or other similar undertaking with respect to an Acquisition Proposal and (iv) promptly after clearance of the Proxy Statement by the SEC, Seller shall mail the Proxy Statement to the shareholders of Seller. In connection with a bona fide Acquisition Proposal that is a Superior Proposal, the board of directors of Seller shall be excused from its obligations under clauses (i) to (iii) of this Subsection 5.22(b) and shall be permitted to withdraw, modify or qualify its recommendation to its shareholders if, but only if, (w) in the “Company Board Recommendation”). Without limiting opinion of Seller's outside counsel, such withdrawal, modification or qualification is required in order for the generality board of directors of Seller to comply with its fiduciary duties under applicable Law, (x) Seller has given Buyer five (5) Business Days' prior notice of the foregoing, unless receipt of such Acquisition Proposal and Seller's board of directors has considered in good faith and consistent with its fiduciary duties any proposed changes to this Agreement (if any) proposed by Buyer, (y) after taking into account any such proposed changes by Buyer, such Acquisition Proposal remains a Superior Proposal, and (z) Seller has terminated in accordance fully and completely complied with its termsobligations under this Section 5.22, Sections 5.2 and the first sentence of Section 5.23(a) hereof; provided that nothing contained in this Section 5.22(b) shall permit Seller's board of directors to withdraw the proposal of this Agreement and the Merger shall be submitted Acquisition to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsSeller.

Shareholder Approval. The Company agrees to take(a) As soon as reasonably practicable following the date hereof, CFC shall take all action necessary in accordance with applicable Law and the Company Articles and Securities Exchange Act of 1934 (the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effectiveExchange Act ), the Company Special Meeting laws of the Commonwealth of Pennsylvania and its Articles of Incorporation and Bylaws to call and give notice of a meeting (the "Meeting") of its shareholders to consider and to obtain vote upon those items contemplated under this Agreement which require Shareholder Approval (the Company Shareholder Approval. Subject to Sections 6.9(bSale of Assets ) and (c)for such other purposes as may be necessary or desirable. The Board of Directors of CFC has unanimously determined that the Sale of Assets is advisable and in the best interests of the shareholders of CFC and, subject to their fiduciary duties as advised by counsel, shall recommend without qualification of any nature that CFC s shareholders vote to approve the Company Sale of Assets and any other matters to be submitted to CFC s shareholders in connection therewith. The Board shall at all times prior to and during such Company Special Meeting recommend such approval and of Directors of CFC shall use its commercially reasonable best efforts to solicit and secure from shareholders of CFC such approval approval, subject to their fiduciary duties as advised by counsel, which efforts shall include causing CFC to solicit shareholder proxies therefor and advising LOTS promptly upon its request from time to time as to the status of the shareholder vote then tabulated. (b) CFC shall prepare and file with the SEC under the Exchange Act and the rules and regulations promulgated by the SEC thereunder within 30 days following the date hereof, a preliminary draft of the Proxy Statement. LOTS shall cooperate with CFC in the preparation and filing of the Proxy Statement and any amendments and supplements thereto. CFC will use commercially reasonable efforts to have any review of the Proxy Statement conducted by the SEC promptly. As soon as reasonably practicable following completion of any review by, or in the absence of such review, the termination of any applicable waiting period of, the SEC, CFC shall cause to be mailed a definitive Proxy Statement to its shareholders entitled to vote on the Sale of Assets. (c) In the “Company Board Recommendation”). Without limiting event Shareholder Approval is not received for any reason, the generality Parties shall agree to the transfer of (i) the foregoing, unless this Agreement has terminated New Credit Business in accordance with its termsthe provisions set forth in Article II hereof, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (xii) the Company Board shall have effected a Company Adverse Change of Recommendation or Fee Income Business in accordance with the provisions set forth in Article III hereof, and (yiii) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without Administrative Services and personnel in accordance with the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parentprovisions set forth in Article IV hereof, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be transfers are expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.occur on January 1,

Shareholder Approval. (a) The Company agrees Bank shall use its reasonable efforts to take, take all actions in accordance with applicable Law law and the Company Articles of Association and Bylaws of the Company Bylaws, all action Bank reasonably necessary to duly call, give notice of, convene as soon as and hold a special meeting of the holders of Bank Stock (the “Bank Shareholder Meeting”) to be held on the earliest practicable after the Form S-4 is declared effective (but date determined in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting consultation with Parent to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such vote upon approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its termsMerger, this Agreement and the Merger transactions contemplated by this Agreement. (b) The Bank agrees to use its reasonable efforts to obtain the vote of the holders of the requisite percentage of the Bank Stock in favor of the Merger, this Agreement and the transactions contemplated hereby. (c) The board of directors of the Bank has adopted resolutions recommending to the shareholders of the Bank the adoption of this Agreement and the other matters required to be approved or adopted in order to consummate the transactions contemplated by this Agreement, and the board of directors of the Bank shall recommend to the Bank’s shareholders the approval and adoption of this Agreement and the other matters required to be approved or adopted in order to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, the board of directors of the Bank may withdraw, modify, condition or refuse to recommend the adoption of this Agreement and the other matters required to be approved or adopted in order to carry out the intentions of this Agreement if the board of directors of the Bank determines, in good faith after consultation with its outside advisors, that the failure to take such action would be inconsistent with its fiduciary obligations under applicable law. Notwithstanding the foregoing, this Agreement and such other matters shall be submitted to the Company’s shareholders of the Bank at a special meeting for the Company Special Meeting whether or not (x) purpose of approving the Company Board Agreement and such other matters and nothing contained herein shall be deemed to relieve the Bank of such obligation, provided, however, that if the board of directors of the Bank shall have effected a Company Adverse Change of Recommendation withdrawn, modified, conditioned or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted refused to recommend the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions adoption of this Agreement shall continue to use all reasonable best effortsand such other matters in accordance with the terms of this Agreement, together with its proxy solicitor, to assist then in the solicitation of proxies from shareholders relating submitting this Agreement to the Company Shareholder ApprovalBank’s shareholders, (B) after consultation with Parent, if the failure to adjourn or postpone board of directors of the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment Bank may submit this Agreement to the Proxy Statement/Prospectus, or Bank’s shareholders without recommendation (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain although the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to resolutions adopting this Agreement as of the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”hereof may not be rescinded or amended), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. (a) The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, shall take all action necessary to duly call, give notice of, convene and hold the Shareholder Meeting as soon as reasonably practicable after following the Form S-4 is declared effective (but in no event later than forty-five (45) days after date hereof. In connection with the Form S-4 is declared effective)Shareholder Meeting, the Company Special shall as promptly as reasonably practicable (i) prepare the Proxy Statement and file the Proxy Statement with the SEC (which shall in no case be later than fifteen (15) Business Days following the date hereof), (ii) respond to any comments or requests for additional information received from the SEC with respect to such filing and promptly provide copies of such comments or requests, and any other correspondence with the SEC, to the Purchaser, (iii) prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (iv) after confirmation from the SEC that it has no further comments on, or that it is not reviewing, the Proxy Statement, use commercially reasonable efforts to mail to the Company’s shareholders the Proxy Statement and all other customary proxy or other materials for meetings such as the Shareholder Meeting, (v) to the extent required by applicable Law, prepare, file and distribute to the Company’s shareholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Shareholder Meeting and (vi) otherwise use commercially reasonable efforts to consider and comply with all applicable Law applicable to obtain the Shareholder Meeting. (b) The Purchaser shall cooperate with the Company in connection with the preparation of the Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be required to be set forth in the Proxy Statement under applicable Law. The Company will provide the Purchaser a reasonable opportunity to review and comment upon the Proxy Statement and, if applicable, any amendments or supplements thereto, prior to filing the Proxy Statement (or such amendments or supplements, as applicable) with the SEC and prior to mailing the Proxy Statement to the Company’s shareholders and the Company shall reasonably consider in good faith all comments proposed by the Purchaser with respect to the Proxy Statement and, if applicable, any such amendments or supplements. The Company shall cause the information included in the Proxy Statement (and any amendment thereto) at the time of mailing of the Proxy Statement (or such amendment), and at the time of the Shareholder Approval. Subject Meeting, not to Sections 6.9(b) and contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c)) Except as contemplated in Section 4.10(d) below, the Company Company’s Board of Directors shall at all times prior to recommend adoption and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval of this Agreement by its the Company’s shareholders (the “Company Board Recommendation”). Without limiting , and include such Company Recommendation in the generality of the foregoingProxy Statement, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger Company shall be submitted take reasonable lawful action to solicit such adoption and approval. (d) Neither the Board of Directors nor any committee thereof shall withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify), in a manner adverse to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock Recommendation or fail to obtain include the Company Shareholder ApprovalRecommendation in the Proxy Statement, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parentor adopt, which date shall not be less than approve, recommend to propose to adopt, approve or recommend (publicly or otherwise), or fail to reject within five (5) days nor more than ten Business Days of receipt, an Acquisition Proposal (10an “Adverse Recommendation Change”); unless prior to the time the Shareholder Approval is obtained, but not after, the Board of Directors determines in good faith (after consultation with outside legal counsel) days after that the date failure to do so would reasonably be expected to be inconsistent with their fiduciary duties under applicable Law, make an Adverse Recommendation Change, provided (i) the Company shall provide written notice to Purchaser (a “Notice of adjournmentAdverse Recommendation Change”) advising Purchaser that the Board of Directors intends to make an Adverse Recommendation Change, specifying the material terms and conditions of any Acquisition Proposal and identifying the person making such Acquisition Proposal, and subject (ii) the Company shall, during the period beginning at 5:00 p.m. Eastern Time on the day of delivery by the Company to Purchaser of such Notice of Adverse Recommendation Change (or, if delivered after 5:00 p.m. Eastern Time or any day other than a Business Day, beginning at 5:00 p.m. Eastern Time on the next Business Day) and ending five (5) Business Days later at 5:00 p.m. Eastern Time (the “Notice Period”) negotiate with Purchaser and its representatives in good faith (to the extent Purchaser desires to negotiate) any proposed modifications to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in and/or the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if Transaction Documents so that the failure to adjourn or postpone make an Adverse Recommendation Change would no longer be inconsistent with the directors' fiduciary duties under applicable Law; provided that, in the event of any material revisions to an Acquisition Proposal, the Company Special Meeting would reasonably shall deliver a new written notice to Purchaser and comply again with the requirements of this Section 4.11(d)(ii) with respect to such new written notice; provided, further, that with respect to the new written notice to Purchaser, the Notice Period shall be expected deemed to be a violation of applicable Law for three (3) Business-Day period rather than the distribution of any required supplement five (5) Business-Day period first described above. (e) Notwithstanding the foregoing or amendment anything to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”)contrary herein, the Company shall not change such be obligated to prepare or file the Proxy Statement or any amendments thereto, nor to distribute the Proxy Statement or solicit votes from Company Record Date stockholders pursuant to the Proxy Statement, nor convene and hold the Stockholder Meeting, from and after the date of any Adverse Recommendation Change or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required any action taken pursuant to do so by applicable Law or the Company Articles or the Company BylawsSection 5.1(g).

Shareholder Approval. (a) The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. Company shall duly take, in accordance with applicable Law law and the Company Articles Certificate and the Company Bylaws, all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act by the SEC, for the purpose of obtaining the Company Shareholder Approval (but the “Company Shareholder Meeting”). The Board of Directors of Company will use all reasonable best efforts to obtain from its shareholders the Company Shareholder Approval. However, if the Board of Directors of Company, after consultation with (and taking account of the advice of) counsel, determines in good faith that, because of the receipt by Company of a Company Acquisition Proposal that the Board of Directors of Company concludes in good faith constitutes a Company Superior Proposal, it would be more likely than not to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to Company’s shareholders, the Board of Directors of Company may submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to its shareholders in the Company Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that Company may not take any actions under this sentence until after giving Purchaser at least three business days’ notice. Nothing contained in this Agreement shall be deemed to relieve Company of its obligation to submit this Agreement to its shareholders for a vote. Company shall not submit to the vote of its shareholders any Company Acquisition Proposal other than the Merger. (b) The Board of Directors of Purchaser has resolved (i) to recommend to Purchaser’s shareholders that they approve the issuance of Purchaser Common Stock in connection with the Merger and (ii) that as of the Effective Time, the restrictions in Article VII of the charter of Purchaser will no event later than forty-five (45) days longer be in the best interests of Purchaser and its shareholders, and that such restrictions shall cease to be effective as of the Effective Time, and will submit to its shareholders the proposed issuance of Purchaser Common Stock and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. Purchaser shall duly take, in accordance with applicable law and the governing organization documents of Purchaser, all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as promptly as reasonably practicable after the Form S-4 is declared effectiveeffective under the Securities Act by the SEC, for the purpose of obtaining the Purchaser Shareholder Approval (the “Purchaser Shareholder Meeting”), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company The Board shall at of Directors of Purchaser will use all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders the Purchaser Shareholder Approval. However, if the Board of Directors of Purchaser, after consultation with (the “Company Board Recommendation”). Without limiting the generality and taking account of the foregoingadvice of) counsel, unless determines in good faith that it would be more likely than not to result in a violation of its fiduciary duties under applicable law to continue to recommend the issuance proposal, then in submitting the issuance proposal to Purchaser’s shareholders, the Board of Directors of Purchaser may submit this Agreement has terminated in accordance with to its terms, shareholders without recommendation (although the resolutions approving this Agreement and as of the Merger shall date hereof may not be submitted rescinded or amended), in which event the Board of Directors of Purchaser may communicate the basis for its lack of a recommendation to its shareholders in the Purchaser Proxy Statement or an appropriate amendment or supplement thereto to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meetingextent required by law; provided that Purchaser may not take any actions under this sentence until after giving Company at least three business days’ notice. Nothing contained in this Agreement shall be deemed to relieve Purchaser of its obligation to submit this Agreement to its shareholders to a vote. (c) Company and Purchaser shall cooperate to schedule and convene the Company may, without Shareholder Meeting and the prior written consent of Parent, adjourn or postpone Purchaser Shareholder Meeting on the Company Special Meeting same date. (Ad) if If on the date on which of the Company Special Meeting is originally scheduledShareholder Meeting, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Shareholder Meeting until such date as shall be mutually agreed upon by the Company and ParentPurchaser, which date shall not be less than five (5) 5 days nor more than ten (10) 10 days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure . Company shall only be required to adjourn or postpone the Company Special Shareholder Meeting would reasonably be expected one time pursuant to be this Section 6.3(d). (e) If on the date of the Purchaser Shareholder Meeting, Purchaser has not received proxies representing a violation sufficient number of applicable Law for the distribution shares of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary Purchaser Common Stock to obtain the Purchaser Shareholder Approval, Purchaser shall adjourn the Purchaser Shareholder Meeting until such date as shall be mutually agreed upon by Company and Purchaser, which date shall not be less than 5 days nor more than 10 days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Purchaser Shareholder Approval. Parent may require the Company Purchaser shall only be required to adjourn, delay adjourn or postpone the Company Special Purchaser Shareholder Meeting once for a period not one time pursuant to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”this Section 6.3(e), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. (a) The Company agrees shall duly take all lawful action to takecall, in accordance with applicable Law give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after date upon which the Form S-4 is declared F-4 becomes effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Shareholders Meeting”) for the purpose of obtaining the Required Company Vote and, subject to Section 7.3(b), shall take all lawful action to solicit the approval of this Agreement by such shareholders. The board of directors of the Company shall recommend approval of this Agreement by the shareholders of the Company (the “Company Recommendation”) in the Proxy Statement/Prospectus and shall not directly or indirectly withdraw, amend or modify in any manner adverse to Parent such recommendation (a “Change in Company Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsCompany Recommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of the Company at the Company Special Shareholders Meeting whether or for the purpose of approving this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation. In addition to the foregoing, the Company shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (xb) Notwithstanding the foregoing, prior to the date of the Company Shareholders Meeting, the Company and its board of directors shall be permitted to effect a Change in Company Recommendation if and only to the extent that: (i) it has complied in all material respects with Section 7.4, (ii) its board of directors, based on the advice of its outside counsel, determines in good faith that failure to take such action is reasonably likely to result in a violation of its fiduciary duties under applicable Law, and (iii) if the Company’s board of directors intends to effect a Change in Company Recommendation in relation to an Acquisition Proposal, (A) the Company’s board of directors has concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by Parent pursuant to clause (C) below, (B) the Company Board shall have effected a Company Adverse Change of Recommendation or has notified Parent, at least five (y5) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any Business Days in advance, of its advisors. The intention to effect a Change in Company shall notRecommendation (the “Notice Period”), without specifying the material terms and conditions of any such Superior Proposal (including the identity of the party making such Superior Proposal) and furnishing to Parent a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents and (C) during the Notice Period, and in any event, prior written consent of Parent, adjourn or postpone the to effecting such a Change in Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledRecommendation, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournmentnegotiated, and subject has caused its financial and legal advisors to negotiate, with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement shall continue so that such Acquisition Proposal ceases to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be constitute a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsSuperior Proposal.

Shareholder Approval. As of the date of this Agreement, the Board of Directors of Company has adopted resolutions approving the Merger, on substantially the terms and conditions set forth in this Agreement, and directing that the Merger, on such terms and conditions, be submitted to Company’s shareholders for their consideration. The Board of Directors of Company agrees will submit to its shareholders the plan of merger contained in this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law law and the Company Articles and the Company Bylaws, all action necessary to convene a meeting of its shareholders, as soon promptly as practicable after practicable, to consider and vote upon approval of the Form S-4 is declared effective (but plan of merger as well as any other such matters. The record date for any such meeting of Company shareholders shall be determined in prior consultation with and subject to the prior approval of Parent, and shall in any case be no event later fewer than forty-five (45) 3 business days after the Form S-4 is declared effective), the Share Exchange Closing. The Board of Directors of Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at will use all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders a vote approving and adopting the plan of merger contained in this Agreement. However, if the Board of Directors of Company, after consultation with (and based on the “advice of) counsel, determines in good faith that, because of a conflict of interest or other special circumstances (it being agreed that such special circumstances will include, for purposes of this Agreement, the receipt by Company of an Acquisition Proposal that the Board Recommendation”of Directors of Company concludes in good faith constitutes a Superior Proposal). Without limiting , it would violate its fiduciary duties under applicable law to continue to recommend the generality plan of merger set forth in this Agreement, then in submitting the plan of merger to Company’s shareholders, the Board of Directors of Company may submit the plan of merger to its shareholders without recommendation (although the resolutions adopting this Agreement as of the foregoingdate hereof may not be rescinded or amended), unless this Agreement has terminated in accordance with which event the Board of Directors of Company may communicate the basis for its terms, this Agreement and the Merger shall be submitted lack of a recommendation to the Company’s shareholders at in the Company Special Meeting whether Proxy Statement or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation an appropriate amendment or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted supplement thereto to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meetingextent required by law; provided that it may not take any actions under this sentence until after giving Parent at least five business days to respond to any such Acquisition Proposal or other circumstances giving rise to such particular proposed action (and after giving Parent notice of the Company maylatest material terms, without conditions and identity of the prior written consent of Parent, adjourn third party in any such Acquisition Proposal or postpone the Company Special Meeting (Adescribe in reasonable detail such other circumstances) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock and then taking into account any amendment or modification to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, proposed by Parent (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date it being agreed that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect paragraph six of the Company Special Meeting (the “Company Record Date”Confidentiality Agreement will not preclude such a response or proposal), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to (a) Following the execution of this Agreement, IALB shall take, in accordance with applicable Law law and the Company its Articles of Incorporation and the Company Bylaws, all action necessary to convene a meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but and in no any event later than within forty-five (45) days after following the Form S-4 is declared time when the Registration Statement becomes effective), subject to extension with the Company Special Meeting consent of First Merchants, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the adoption of this Agreement and approval of the transactions contemplated hereby (including the Merger) and any other matter required to obtain be approved by the Company shareholders of IALB in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Approval. Meeting”). (b) Subject to Sections 6.9(bSection 7.5 hereof, IALB shall cooperate with First Merchants in the preparation of an appropriate proxy statement and other proxy solicitation materials (the “Proxy Statement”) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval obtain the requisite vote of IALB’s shareholders to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its IALB in connection with the Shareholder Meeting are solicited in compliance with the Indiana Business Corporation Law, the Articles of Incorporation and Bylaws of IALB, and all other applicable legal requirements. IALB shall keep First Merchants updated with respect to the proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by First Merchants. (c) Subject to Section 7.5 hereof, IALB’s Board of Directors shall recommend that IALB’s shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, vote to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) and any other matters required to be approved by IALB’s shareholders for consummation of the Merger shall be submitted to and the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawstransactions contemplated hereby.

Shareholder Approval. The (a) Company agrees to takeshall as promptly as practicable, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no any event later than within forty-five (45) days after the Form S-4 is declared effective)date hereof, the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected prepare a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders statement relating to the Company Shareholder ApprovalShareholders Meeting (the “Proxy Statement”) that conforms with the requirements of the CBCA and applicable Law, (B) after consultation with Parentincluding the requirements of any federal or state securities Law, if and mail to its shareholders as promptly as reasonably practicable, the failure to adjourn Proxy Statement and all other customary proxy or postpone other materials for meetings such as the Company Special Shareholders Meeting would and, to the extent required by applicable Law, as promptly as reasonably be expected practicable prepare and distribute to be a violation of applicable Law for the distribution of Company shareholders any required supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Company Shareholders Meeting. Parent shall cooperate with Company in connection with the preparation of the Proxy Statement/Prospectus, including furnishing Company upon request with any and all information regarding Parent or its Affiliates and the plans of such Persons for the Surviving Corporation after the Effective Time. The information supplied by Parent for inclusion in the Proxy Statement or any amendment or supplement thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Company shall provide Parent and its Representatives a reasonable opportunity to review and comment upon the Proxy Statement, or (C) after consultation with Parentany amendments or supplements thereto, for a single period not prior to exceed ten (10) Business Daysdisseminating to the shareholders of Company, and Company shall consider any comments proposed by Parent in good faith. Parent agrees promptly to solicit additional proxies notify Company if necessary at any time prior to obtain the Company Shareholder Approval. Shareholders Meeting any information provided by Parent may require or its Affiliates in the Proxy Statement, or any amendment thereto, becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or omission. (b) Subject to Section 8.1, Company shall take all action necessary in accordance with the CBCA and the Company Articles of Incorporation and Company Bylaws to adjournduly call, delay give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”), and, except in the case of (i) a Company Adverse Recommendation Change pursuant to Section 6.8(f) or (ii) termination of this Agreement pursuant to Section 8.1, shall solicit, and use its Specified Efforts to obtain, the Requisite Shareholder Approval thereat and shall include the Company Board Recommendation in the Proxy Statement. Company agrees that, unless this Agreement is terminated pursuant to Section 8.1, its obligations pursuant to this Section 6.3(b) to convene and hold the Company Shareholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Company Takeover Proposal or by the effecting of a Company Adverse Recommendation Change. (c) Company shall cooperate with and keep Parent informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its shareholders. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Special Shareholders Meeting once for a period not to exceed thirty (30i) calendar days (but prior to the date that extent required by applicable Law, (ii) if as of the time for which the Company Shareholders Meeting is two originally scheduled (2as set forth in the Proxy Statement) Business Days prior to the End Datethere are insufficient shares of Company Voting Common Stock represented (either in person or by proxy) to solicit additional proxies constitute a quorum necessary to obtain conduct the Company Shareholder Approval. Once the Company has established the record date, in respect business of the Company Special Shareholders Meeting or (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without iii) with the prior written consent of ParentParent (which shall not be unreasonably withheld, unless required delayed or conditioned). In addition, if at any time following the dissemination of the Proxy Statement, either Company or Parent reasonably determines in good faith that the Requisite Shareholder Approval is unlikely to do so by applicable Law or be obtained at the Company Articles Shareholders Meeting, then on a single occasion and prior to the vote contemplated having been taken, each of Company and Parent shall have the right to require a single adjournment or postponement of the Company BylawsShareholders Meeting; provided, that no such adjournments or postponements shall delay the Company Shareholders Meeting by more than forty-five (45) days from the originally scheduled date. During any such period of adjournment or postponement, Company shall continue in all respects to comply with its obligations under this Section 6.3 and Section 6.8. Except as set forth in this Section 6.3, Company shall not have any obligation to postpone or adjourn the Company Shareholders Meeting.

Shareholder Approval. The Company agrees (a) Southside shall call a special meeting of its shareholders to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene be held as soon as practicable after is reasonably possible for the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)purpose of voting upon this Agreement, the Company Special Meeting Merger and the transactions contemplated hereby, including, but not limited to, the issuance of the Surviving Corporation Common Stock in the Merger. In connection with such meeting, Allegiant shall prepare, subject to consider the review and consent of Southside, the Joint Proxy Statement/Prospectus (which shall be part of the Registration Statement to obtain be filed with the Company Shareholder Approval. Subject to Sections 6.9(bSEC by Southside) and (c)mail the same to the shareholders of Southside. The Board of Directors of Southside shall submit for approval of Southside's shareholders the matters to be voted upon at such meeting. The Board of Directors of Southside hereby does and will recommend this Agreement, the Company Board shall at all times prior Merger and the transactions contemplated hereby to the shareholders of Southside and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such obtain any vote of Southside's shareholders necessary for the approval by of this Agreement, subject to Section 4.03. (b) Allegiant shall call a special meeting of its shareholders (to be held as soon as is reasonably possible for the “Company Board Recommendation”). Without limiting purpose of voting upon this Agreement, the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement Merger and the Merger transactions contemplated hereby. In connection with such meeting, Allegiant shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notprepare, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms review and conditions consent of this Agreement shall continue to use all reasonable best effortsSouthside, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/ProspectusProspectus (which shall be part of the Registration Statement to be filed with the SEC by Southside) and mail the same to the shareholders of Allegiant. The Board of Directors of Allegiant shall submit for approval of Allegiant's shareholders the matters to be voted upon at such meeting. The Board of Directors of Allegiant hereby does and will recommend this Agreement, or (C) after consultation with Parent, for a single period not the Merger and the transactions contemplated hereby to exceed ten (10) Business Days, to solicit additional proxies if necessary the shareholders of Allegiant and use its reasonable best efforts to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies any vote of Allegiant's shareholders necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent approval of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsthis Agreement.

Shareholder Approval. The Company agrees to take(a) As soon as reasonably practicable following the date hereof, Consumers shall take all action necessary in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)Exchange Act, the Company Special Meeting laws of the Commonwealth of Pennsylvania and its Articles of Incorporation and Bylaws to call and give notice of a meeting (the "Meeting") of its shareholders to consider and vote upon the approval and adoption of the Plan of Merger and for such other purposes as may be necessary or desirable. The Board of Directors of Consumers has unanimously determined that the Merger is advisable and in the best interests of the shareholders of Consumers and, subject to obtain their fiduciary duties as advised by counsel, shall recommend without qualification of any nature that Consumers' shareholders vote to approve and adopt the Company Shareholder ApprovalPlan of Merger and any other matters to be submitted to Consumers' shareholders in connection therewith. Subject The Board of Directors of Consumers shall use commercially reasonable efforts to Sections 6.9(b) solicit and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend secure from shareholders of Consumers such approval and adoption, subject to their fiduciary duties as advised by counsel, which efforts shall use its reasonable best efforts include causing Consumers to solicit such approval by shareholder proxies therefor and advising LaSalle promptly upon its shareholders (request from time to time as to the “Company Board Recommendation”). Without limiting the generality status of the foregoingshareholder vote then tabulated. With regard to any shares of Consumers' Common Stock held by the ESOP, unless this Agreement has terminated the trustee of the ESOP shall vote upon the approval and adoption of the Plan of Merger with regard to all such shares of Common Stock in accordance with its termsthe terms of the ESOP, this Agreement Sections 404 and 406 of ERISA, and Section 4975 of the Code. (b) Consumers shall prepare and file with the SEC under the Exchange Act and the Merger shall be submitted to rules and regulations promulgated by the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on SEC thereunder within 15 days following the date on which the Company Special Meeting is originally scheduledhereof, the Company has not received proxies representing a sufficient number preliminary draft of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus. LaSalle and CAC shall cooperate with Consumers in the preparation and filing of the Proxy Statement and any amendments and supplements thereto. Neither the Proxy Statement nor any preliminary draft thereof shall be filed, no amendment or supplement thereto shall be made, nor shall any communication with the SEC be initiated, by Consumers, in each case, without prior consultation with LaSalle and their counsel and without first having sent such materials to LaSalle for its comments. Consumers will use commercially reasonable efforts to have any review of the Proxy Statement conducted by the SEC promptly. As soon as reasonably practicable following completion of any review by, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain in the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect absence of the Company Special Meeting (the “Company Record Date”)such review, the Company termination of any applicable waiting period of, the SEC, Consumers shall not change such Company Record Date or establish cause to be mailed a different Company Record Date for definitive Proxy Statement to its shareholders entitled to vote on the Company Special Meeting without the prior written consent Plan of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The Company agrees shall provide each shareholder entitled to takevote at a meeting of shareholders of the Company (the “Shareholder Meeting”), which shall be promptly called and held not later than seventy-five (75) calendar days after the Initial Tranche Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, in accordance each case, in a form reasonably acceptable to the Buyer and ▇▇▇▇▇▇▇▇ & Worcester LLP, at the expense of the Company, with applicable Law the Company obligated to reimburse the expenses of ▇▇▇▇▇▇▇▇ & Worcester LLP incurred in connection therewith in an amount not to exceed $15,000. The proxy statement, if any, shall solicit each of the Company’s shareholders’ affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes, assuming all Additional Notes have been issued hereunder) (such affirmative approval being referred to herein as the “Shareholder Approval”, and the date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit its shareholders’ approval of such approval by its shareholders (resolutions and to cause the “Company Board Recommendation”). Without limiting the generality of Directors of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted Company to recommend to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsthat they approve such resolutions. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock be obligated to seek to obtain the Company Shareholder ApprovalApproval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained by such Shareholder Approval Date, the Company shall adjourn and reconvene the Company Special Shareholder Meeting until such date at least as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed often as every thirty (30) calendar days thereafter until such Shareholder Approval is obtained, but in no event later than the one hundred and thirty-fifth (but prior to 135th) calendar day after the date Initial Tranche Closing Date; provided, however, that is two (2) Business Days prior to in the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record event of any such adjournment or reconvened date, in respect of the Company Special Meeting (the “Company Record Date”), the Company such $15,000 limitation on expenses reimbursed to ▇▇▇▇▇▇▇▇ & Worcester LLP shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsapply.

Shareholder Approval. The (a) Upon the election of Acquiror, the Company agrees shall take all steps necessary to takeeither (i) solicit written consents, in accordance with applicable Law form and the Company Articles and the Company Bylawssubstance acceptable to Acquiror, all action necessary to convene from its Shareholders as soon promptly as practicable after the Form S-4 is declared effective date of this Agreement for the purpose of consenting to the approval of this Agreement and the Merger or (but in no event later than forty-five (45ii) days duly call, give notice of, convene and hold a meeting of its Shareholders as promptly as practicable after the Form S-4 is declared effectivedate of this Agreement for the purpose of voting upon the approval of this Agreement and the Merger (the “Special Meeting”), provided, however that if Acquiror initially elects to have the Company seek approval by written consent pursuant to clause (i) above or call a Special Meeting pursuant to consider clause (ii) above, Acquiror may change its election by providing notice to the Company. (b) Management and the Board shall recommend to the Shareholders approval of this Agreement, including the Merger, and the transactions contemplated hereby, together with any matters incident thereto, and shall not (i) fail to make, withdraw, modify or qualify in any manner adverse to Acquiror such recommendation or (ii) take any other action or make any other public statement inconsistent with such recommendation (collectively, a “Change in Recommendation”), in each case except as and to the extent expressly permitted by Section 7.8. The Company shall (A) use its best efforts to obtain the Company Requisite Shareholder Approval. Subject to Sections 6.9(b) Approval and (c), B) otherwise comply with all legal requirements applicable to soliciting the Requisite Shareholder Approval either by written consent or at the Special Meeting. The Company Board shall at all times prior submit this Agreement and the Merger to and during such Company Special Meeting recommend such the Shareholders for approval and shall use its reasonable best efforts to solicit such approval adoption as provided by its shareholders (Nevada Law and the “Company Board Recommendation”)Company’s articles of incorporation and bylaws. Without limiting the generality of the foregoing, unless this Agreement has is terminated in accordance with its terms, the Company agrees to submit this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting Shareholders whether or not (x1) the Company Board a Change in Recommendation shall have effected a Company Adverse Change of Recommendation or occurred and (y2) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. (c) Company and its Board shall cancel the previously set and publicly announced June 27, 2007, record date of the Special Meeting, and upon the written request of Acquiror issue a press release, in form and substance satisfactory to Acquiror, publicly announcing such cancellation. The Company and its Board shall not, without the prior written consent of Parent, adjourn set or postpone (i) the Company Special Meeting; provided that record date of the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (Aor of any written consent in lieu of meeting consenting to the approval of this Agreement and the Merger) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5ii) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company any Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record dateMeeting, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change each case on such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required dates as acceptable to do so by applicable Law or the Company Articles or the Company BylawsAcquiror.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), a special meeting or meetings of its shareholders duly called and held for such purposes (the “Company Special Meeting Shareholder Meeting”) to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (cSection 6.9(b)-(c), the Board of Directors of the Company Board shall at all times prior to and during such Company Special Meeting special meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Shareholder Meeting whether or not (x) the Board of Directors of the Company Board shall have effected a Company an Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Shareholder Meeting (A) if on the date on which the Company Special Shareholder Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Shareholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Shareholder Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parentthe Company, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Shareholder Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date record date or establish a different Company Record Date record date for the Company Special Shareholder Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees If the Exchange Approval Meeting has not occurred prior to takea Specified Termination Event, then, as promptly as practicable following the occurrence of a Specified Termination Event, to the extent that Lionsgate is required by applicable stock exchange rules to obtain stockholder approval of the issuance of the Lionsgate Exchange Shares, Lionsgate shall prepare and file with the SEC, an appropriate proxy statement (the “Proxy Statement”) seeking approval of the transactions contemplated by this Agreement (the “Stockholder Approval”). Lionsgate shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each Stockholder shall furnish all information concerning it as may reasonably be requested by the other party in accordance connection with applicable Law such actions and the Company Articles preparation of the Proxy Statement. Lionsgate shall duly give notice of, convene and hold a stockholders’ meeting (the Company Bylaws, all action necessary to convene “Stockholders’ Meeting”) as soon promptly as practicable after following the Form S-4 date the Proxy Statement is declared effective (filed, but in no event later than forty-five (45) 120 days after the Form S-4 is declared effective)Specified Termination Event, for the Company Special purpose of seeking the Stockholder Approval (or adjournment of the Stockholders’ Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(bunder certain circumstances) and shall, (c), a) recommend to its stockholders approval of the Company Board shall at all times prior to issuance of Lionsgate Exchange Shares and during include in the Proxy Statement such Company Special Meeting recommend such approval recommendation and shall (b) use its reasonable best efforts to solicit such approval by its shareholders (and obtain the “Company Board Recommendation”)Stockholder Approval. Without limiting Once the generality of the foregoingStockholders’ Meeting has been called and noticed, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, Lionsgate may only adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Stockholders’ Meeting (Ax) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue extent necessary to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of ensure that any required necessary supplement or amendment to the Proxy Statement/ProspectusStatement is provided to its stockholders in advance of a vote on the Stockholder Approval, or (Cy) after consultation with Parentif, as of the time for which the Stockholders’ Meeting is originally scheduled, there are insufficient shares of Lionsgate common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting and, in any such case (clause (x) or (y)), only for a single minimum period not to exceed ten (10) Business Daysof time reasonable under such circumstance. Lionsgate shall ensure that the Stockholders’ Meeting is called, to solicit additional noticed, convened, held and conducted, and that all proxies if necessary to obtain solicited in connection with the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Stockholders’ Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, are solicited in respect of the Company Special Meeting (the “Company Record Date”)compliance with applicable Law, the Company shall not change such Company Record Date or establish a different Company Record Date for rules of NYSE and the Company Special Meeting without the prior written consent organizational documents of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsLionsgate.

Shareholder Approval. The Company (a) First Mutual agrees to take, in accordance with applicable Law law and the Company First Mutual Articles and the Company First Mutual Bylaws, all action necessary to convene as soon as reasonably practicable after a special meeting of its stockholders to consider and vote upon the Form S-4 is declared effective approval of this Agreement and any other matters required to be approved by First Mutual’s stockholders for consummation of the Transaction (but in including any adjournment or postponement, the “First Mutual Meeting”). Except with the prior approval of Washington Federal, no event later than forty-five (45) days after other matters shall be submitted for the Form S-4 is declared effectiveapproval of the First Mutual stockholders at the First Mutual Meeting. Subject to Section 6.02(b), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company First Mutual Board shall at all times prior to and during such Company Special Meeting meeting recommend such approval and shall use its take all reasonable best efforts lawful action to solicit such approval by its shareholders stockholders and shall not (x) withdraw, modify or qualify in any manner adverse to Washington Federal such recommendation or (y) take any other action or make any other public statement in connection with the First Mutual Meeting inconsistent with such recommendation (collectively, a “Company Board Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsRecommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders stockholders of First Mutual at the Company Special First Mutual Meeting whether or for the purpose of approving the Agreement and any other matters required to be approved by First Mutual’s stockholders for consummation of the Transaction. In addition to the foregoing, First Mutual shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger. (xb) Notwithstanding the foregoing, First Mutual and the First Mutual Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) First Mutual shall have complied in all material respects with Section 6.08; (ii) the Company First Mutual Board, based on advice of its outside counsel, shall have determined in good faith that failure to do so would result in a violation of its fiduciary duties under applicable law; and (iii) if the First Mutual Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the First Mutual Board shall have effected a Company Adverse Change concluded in good faith, after giving effect to all of Recommendation or the adjustments which may be offered by Washington Federal pursuant to clause (yC) any Company below, that such Acquisition Proposal constitutes a Superior Proposal, (B) First Mutual shall have been publicly notify Washington Federal, at least five Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Acquisition Proposal) and furnish to Washington Federal a copy of the relevant proposed or announced or otherwise submitted transaction agreements with the party making such Superior Proposal and all other material documents, and (C) prior to effecting such a Change in Recommendation, First Mutual shall, and shall cause its financial and legal advisors to, during the period following First Mutual’s delivery of the notice referred to in clause (B) above, negotiate with Washington Federal in good faith for a period of up to five Business Days (to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (Aextent Washington Federal desires to negotiate) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until make such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to adjustments in the terms and conditions of this Agreement shall continue so that such Acquisition Proposal ceases to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be constitute a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsSuperior Proposal.

Shareholder Approval. The (a) Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, shall take all action steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”), to be held as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after date on which the Form S-4 is declared becomes effective, for the purpose of voting upon the approval of this Agreement and the consummation of the transactions contemplated hereby. Except as permitted by Section 5.4(b) below, the Board of Directors of Company shall recommend approval and adoption of this Agreement and the consummation of the transactions contemplated hereby (the “Company Recommendation”), shall include such recommendation in the Proxy Statement and shall use all reasonable efforts to obtain the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Shares entitled to vote thereon at the Company Special Shareholders’ Meeting (the “Company Shareholder Approval”). Unless permitted by Section 5.4(b) below, neither the Board of Directors of Company nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to consider and withdraw, modify or qualify, in any manner adverse to Parent, the approval of this Agreement, the transactions contemplated hereby or the Company Recommendation (any of the foregoing, a “Change in the Company Recommendation”), or (ii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction. For purposes of this Agreement, a Change in the Company Recommendation shall include any approval or recommendation (or public proposal to approve or recommend) by the Board of Directors of Company or any committee thereof of an Alternative Transaction, or any failure by the Board of Directors of Company to recommend against an Alternative Transaction within the ten (10) Business Day period specified in Rule 14e-2(a) under the Exchange Act. In the event that Parent determines that additional time may be required in order to seek the vote of Company shareholders required to obtain the Company Shareholder Approval. Subject , Company will delay, postpone or adjourn the Company Shareholders’ Meeting as requested by Parent. (b) Prior to Sections 6.9(bobtaining the Company Shareholder Approval, if the Board of Directors of Company has not breached the provisions of Section 5.5, the Board of Directors of Company may effect a Change in the Company Recommendation, if and only to the extent that the Board of Directors of Company determines in good faith (after consulting with outside legal counsel) that failure to effect such Change in the Company Recommendation would violate the fiduciary duties of Company Board of Directors under Delaware corporation law; provided, that, prior to taking any such action, Company has given Parent (orally and in writing) notice at least ten (10) Business Days prior to such change, which notice advises Parent of the decision of the Board of Directors of Company to take such action, including the reasons therefor. (c) Nothing contained in this Agreement shall prevent the Board of Directors of Company from complying with Rules 14d-9 or 14e-2 under the Exchange Act with regard to an Alternative Transaction; provided, however, that any such disclosure that relates to a Alternative Transaction (other than a “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Change in Company Recommendation (and, for the avoidance of doubt, any such Change in Company Recommendation shall be subject to the provisions of Section 5.4(b), ) unless the Board of Directors of Company reaffirms the Company Board shall at all times prior Recommendation in such disclosure. (d) Notwithstanding anything to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoingcontrary herein, unless this Agreement has been terminated in accordance with its terms, (i) this Agreement and the Merger shall be submitted to the Company’s shareholders at of Company for the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change purpose of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if voting on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company approval and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions adoption of this Agreement and the transactions contemplated hereby, and nothing contained herein shall continue be deemed to use all reasonable best effortsrelieve Company of such obligation, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, and (Bii) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date submit to the vote of its shareholders any Alternative Proposal, shall not enter into any contract or establish a different Company Record Date agreement providing for any Alternative Transaction and shall not permit the Company Special Meeting without the prior written consent consummation of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsany Alternative Transaction.

Shareholder Approval. (a) The Company agrees Granite Board has resolved to takerecommend to the Granite stockholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders to carry out the intentions of this Agreement. In furtherance of that obligation, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon promptly as reasonably practicable after the Form S-4 Registration Statement is declared effective under the Securities Act, Granite shall (but in no event later than forty-five i) take all lawful action to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the adoption of this Agreement and the approval of the Merger (45including any adjournment or postponement, the “Granite Stockholders Meeting”) days after by the Form S-4 is declared effectiveholders of a majority of the outstanding shares of Granite Stock entitled to vote thereon (the “Granite Stockholder Approval”), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b(ii) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders cause the Joint Proxy Statement/Prospectus to be mailed to Granite’s stockholders and (iii) subject to Section 5.08, include the “Company Granite Recommendation in the Joint Proxy Statement/Prospectus. The Granite Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether not directly or not indirectly (x) the Company Board shall have effected a Company Adverse Change of withdraw, modify or qualify in any manner adverse to FNB such Granite Recommendation or (y) take any Company other action or make any other public statement in connection with the Granite Stockholders Meeting, or in reference to an Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted Proposal, that is inconsistent with such Granite Recommendation except as and to the Company extent expressly permitted by Section 5.08. Subject to the fiduciary duties of the Granite Board and Section 5.08, Granite shall take all lawful action to solicit from its stockholders proxies in favor of the adoption of this Agreement and the approval of the Merger and shall take all other action necessary or any of its advisorsadvisable to secure the Granite Stockholder Approval. The Company shall notNotwithstanding anything to the contrary contained in this Agreement, without the prior written consent of Parentafter consultation with FNB, Granite may adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Granite Stockholders Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue extent necessary to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Granite’s stockholders or, if as of the time for which the Granite Stockholders Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Granite Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Granite Stockholders Meeting. Granite shall otherwise coordinate and cooperate with FNB and its Affiliates with respect to the timing of the Granite Stockholders Meeting and will otherwise comply with all legal requirements applicable to the Granite Stockholders Meeting. (b) The FNB Board has resolved to recommend to the FNB shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders to carry out the intentions of this Agreement. In furtherance of that obligation, as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act, FNB shall (i) take all lawful action to duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment or postponement, the “FNB Shareholders Meeting”) for the purpose of obtaining approval of amendments to FNB’s certificate of incorporation necessary to consummate the transactions contemplated hereby, including, without limitation, the issuance of the shares of FNB Common Stock in the Merger (the “FNB Shareholder Approval”) and (ii) use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to FNB’s shareholders. Subject to the fiduciary duties of the FNB Board, (i) the FNB Board shall make the FNB Recommendation and include such recommendation in the Joint Proxy Statement/Prospectus, and (ii) neither the FNB Board nor any committee thereof shall withdraw or (C) modify, or propose or resolve to withdraw or modify in a manner adverse to Granite, the FNB Recommendation. Subject to the fiduciary duties of the FNB Board, FNB shall take all action that is both commercially reasonable and lawful to solicit from its shareholders proxies in favor of the FNB Shareholder Approval and shall take all other action necessary or advisable to secure the vote or consent of the FNB shareholders required by the NCBCA and the NASDAQ Listing Rules to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, FNB, after consultation with ParentGranite, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay adjourn or postpone the Company Special FNB Shareholders Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date extent necessary to ensure that is two (2) Business Days prior any required supplement or amendment to the End DateJoint Proxy Statement/Prospectus is provided to FNB’s shareholders or, if as of the time for which the FNB Shareholders Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of FNB Common Stock represented (either in person or by proxy) to solicit additional proxies constitute a quorum necessary to obtain conduct the Company Shareholder Approval. Once the Company has established the record date, in respect business of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsFNB Meeting.

Shareholder Approval. The Company -------------------- agrees to take, include in accordance with applicable Law and the proxy statement to be disseminated to the shareholders of the Company Articles and prior to the next annual meeting of the Company Bylawsboth (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), except that the Company Special Meeting shall have no obligation to consider include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to obtain exercise or direct the exercise of the voting power of the Company Shareholder Approval. Subject in the election of its directors equal to Sections 6.9(b) one-third or more of all such voting power, and (c)2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoingshareholders is not obtained at such annual meeting, unless this Agreement has terminated the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇nenbaum, M.D. Chairman of the Bo▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCH▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇, ▇ated as of March 17, 1992 (this Agreement and the Merger shall be submitted "Amendment") to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting Tennessee corporation (the “Company Record Date”"Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.. ---------

Shareholder Approval. The Company agrees (a) HopFed shall submit this Agreement to take, its shareholders for approval and adoption at a meeting to be called and/or held in accordance with applicable Law law and the Company HopFed Articles and Bylaws (the Company Bylaws, all action necessary to convene “HopFed Shareholders’ Meeting”) as soon as reasonably practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after date of this Agreement and the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality effectiveness of the foregoing, unless this Agreement has terminated in accordance with its terms, S-4. The Board of Directors of HopFed shall recommend to HopFed’s shareholders that such shareholders approve and adopt this Agreement and the Merger contemplated hereby and will, in the event of an actual shareholders’ meeting, solicit proxies voting in favor of this Agreement from HopFed’s shareholders. Additionally, each director of HopFed and Heritage Bank and certain shareholders of HopFed as set forth on Section 7.2(i) of the HopFed Disclosure Schedule, shall agree to vote or direct the vote of any shares of HopFed Common Stock he or she owns, beneficially or of record or has the power to vote (subject to any fiduciary duties of such individual), in favor of the Merger pursuant to the agreement attached hereto as Exhibit B. (b) Except as set forth in this Section 5.1(b), neither the HopFed Board of Directors nor any committee thereof shall (i) withdraw, qualify, modify, amend, or fail to make, or propose publicly to withdraw, qualify, modify, or amend its recommendation that the shareholders of HopFed approve this Agreement (or fail to include such recommendation in the Prospectus/Proxy Statement), (ii) make any public statement or take any action inconsistent with its recommendation that the shareholders of HopFed approve this Agreement, or (iii) approve or adopt, or recommend the approval or adoption of, or publicly propose to approve or adopt, any Acquisition Proposal (any of the actions described in (i), (ii) or (iii), a “Change of Recommendation”). Notwithstanding the foregoing, at any time prior to the approval of this Agreement by the Requisite HopFed Vote: (i) HopFed’s Board of Directors may make a Change of Recommendation if (A) other than in connection with or as a result of the making of an Acquisition Proposal, a material development or change in circumstances that was not known or, with respect to material developments or changes in circumstances relating to HopFed and its Subsidiaries, reasonably foreseeable to HopFed’s Board of Directors on or before the date of this Agreement occurs or arises after the date of this Agreement, which material development or change in circumstances becomes known to HopFed’s Board of Directors prior to the approval of this Agreement by the Requisite HopFed Vote (such material development or change in circumstances being referred to as an “Intervening Event”) (it being understood that in no event shall the receipt, existence, or terms of an Acquisition Proposal constitute an Intervening Event), (B) HopFed’s Board of Directors concludes in good faith (after consultation with its outside financial and legal advisors) that an Intervening Event has occurred and a failure to make a Change of Recommendations would cause it to violate its fiduciary duties under applicable law, (C) HopFed’s Board of Directors does not effect, or cause HopFed to effect, a Change of Recommendation at any time within three (3) business days, or such shorter period in the event that the HopFed Shareholders’ Meeting is scheduled to occur in less than three (3) business days, after First Financial receives written notice from HopFed that the HopFed Board of Directors has determined that an Intervening Event requires the HopFed Board of Directors to effect, or cause HopFed to effect, a Change of Recommendation and describing in reasonable detail the circumstances underlying such determination (provided, a new notice shall be submitted required with respect to any material change in circumstances and a new notice period of three (3) business days, or shorter period in the circumstances above, shall begin), and (D) during such applicable period, HopFed engages in good faith negotiations with First Financial (to the Company’s shareholders at extent that First Financial desires to negotiate) to amend this Agreement in such a manner that obviates the Company Special Meeting whether need for the HopFed Board of Directors to effect, or cause HopFed to effect, a Change of Recommendation; or (ii) if, in response to the receipt of an Acquisition Proposal that did not arise or result from any material breach of Section 5.6, the HopFed Board of Directors shall have determined in good faith (after consultation with its outside financial and legal advisors) that such Acquisition Proposal constitutes a Superior Proposal and that a failure to make a Change of Recommendation with respect to such Superior Proposal would cause it to violate its fiduciary duties under applicable law, then the HopFed Board of Directors may, with respect to such Superior Proposal, (x) the Company Board shall have effected make a Company Adverse Change of Recommendation or (y) any Company Acquisition cause HopFed to terminate this Agreement pursuant to Section 8.1(g) in order to enter into a definitive agreement providing for such Superior Proposal shall have been publicly proposed or announced or otherwise submitted if, in each case: A. HopFed has provided written notice to the Company or any First Financial (a “Notice of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided Superior Proposal”) advising First Financial that the Company may, without the prior written consent HopFed Board of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company Directors has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days Superior Proposal promptly after the date HopFed Board of adjournmentDirectors determines it has received a Superior Proposal (and in any event within two (2) business days), stating that the HopFed Board of Directors intends to make a Change of Recommendation or terminate this Agreement pursuant to Section 8.1(g) and subject to describing in reasonable detail the terms and conditions of such Superior Proposal, and B. First Financial does not, within three (3) business days of receipt of the Notice of Superior Proposal (the “Notice Period”), make a written offer or proposal to revise the terms of this Agreement shall continue to use all reasonable best efforts(any such offer, together with its proxy solicitor, to assist a “Revised Transaction Proposal”) in a manner that the solicitation HopFed Board of proxies from shareholders relating to the Company Shareholder Approval, Directors determines in good faith (B) after consultation with Parentits outside financial and legal advisors), if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for at least as favorable to HopFed’s shareholders as such Superior Proposal; provided, however, that, during the distribution of Notice Period, HopFed shall negotiate in good faith with First Financial (to the extent First Financial desires to negotiate) regarding any required supplement or Revised Transaction Proposal; provided, further, that any amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for terms of such Superior Proposal during the Notice Period shall require a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect new written notice of the Company Special Meeting material terms of such amended Superior Proposal from HopFed and an additional three (the “Company Record Date”)3) business day Notice Period, the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required including with respect to do so by applicable Law or the Company Articles or the Company BylawsHopFed’s obligations to negotiate in good faith with First Financial.

Shareholder Approval. The Company agrees (a) Interchange shall duly take all lawful action to takecall, in accordance with applicable Law give notice of, convene and the Company Articles and the Company Bylaws, all action necessary to convene hold a meeting of its shareholders as soon promptly as practicable after following the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders date hereof (the “Company Interchange Shareholders Meeting”) for the purpose of obtaining the Required Interchange Vote and, subject to Section 7.3(b), shall take all lawful action to solicit the approval of this Agreement by such shareholders. The Interchange Board shall recommend approval of this Agreement by the shareholders of Interchange (the “Interchange Recommendation”) and shall not (x) withdraw, modify or qualify in any manner adverse to TD Banknorth such recommendation or (y) take any other action or make any other public statement in connection with the Interchange Shareholders Meeting inconsistent with such recommendation (collectively, a “Change in Interchange Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsInterchange Recommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of Interchange at the Company Special Interchange Shareholders Meeting whether for the purpose of approving this Agreement and nothing contained in this Section 7.3 or Section 7.4 shall be deemed to relieve Interchange of such obligation. In addition to the foregoing, during the term of this Agreement Interchange shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (xb) Notwithstanding the foregoing, prior to obtaining the Required Interchange Vote, Interchange and the Interchange Board may effect a Change in Interchange Recommendation if and only to the extent that: (i) Interchange has complied in all material respects with its obligations under Section 7.4, (ii) the Company Board shall have effected Interchange Board, after consultation with its outside counsel, determines in good faith that failure to take such action would result in a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any violation of its advisors. The Company shall notfiduciary duties under applicable law, without and (iii) Interchange or the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting Interchange Board (A) if on the date on has received an unsolicited bona fide written Acquisition Proposal from a third party which the Company Special Meeting is originally scheduledInterchange Board concludes in good faith constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by TD Banknorth pursuant to clause (C) below, (B) has notified TD Banknorth, at least five Business Days in advance, of its intention to effect a Change in Interchange Recommendation, specifying the Company has material terms and conditions of any such Superior Proposal and furnishing to TD Banknorth a copy of the relevant proposed transaction agreements, if such exist, with the Person making such Superior Proposal and (C) during the period of not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five Business Days following Interchange’s delivery of the notice referred to in clause (5B) days nor more than ten (10) days after the date of adjournmentabove and prior to effecting such a Change in Interchange Recommendation, has negotiated, and subject has used reasonable best efforts to cause its financial and legal advisors to negotiate, with TD Banknorth in good faith (to the extent that TD Banknorth desires to negotiate) to make such adjustments in the terms and conditions of this Agreement shall continue so that such Acquisition Proposal ceases to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be constitute a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsSuperior Proposal.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles Certificate and the Company Bylaws, all action necessary to convene a meeting of its shareholders (“Shareholders’ Meeting”), as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to obtain this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Shareholder ApprovalRecommendation. Subject to Sections 6.9(b) the provisions of Section 6.8, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (cthe “Company Recommendation”), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders the requisite affirmative vote approving this Agreement (the “Company Board RecommendationShareholder Approval”). Without limiting Notwithstanding any Change in the generality of the foregoing, unless this Agreement has terminated in accordance with its termsCompany Recommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.8. In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.8, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The (a) Company agrees to take, in accordance with applicable Law Law, the Articles of Organization of Company and the Company Articles and the Company BylawsBylaws of Company, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to obtain be approved by Company’s shareholders in order to permit consummation of the Company Shareholder Approval. Subject to Sections 6.9(b) and transactions contemplated by this Agreement (c)including any adjournment or postponement, the “Company Board Meeting”) and, subject to Section 6.07, shall at take all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts lawful action to solicit such approval shareholder approval, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement-Prospectus) that they approve this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”). Without limiting the generality of the foregoing) and shall not make a Company Adverse Recommendation Change, unless this Agreement has terminated except in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsSection 6.02. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing engage a sufficient number of shares of Company Common Stock proxy solicitor reasonably acceptable to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, Buyer to assist in the solicitation of proxies from shareholders relating to the Requisite Company Shareholder Approval. However, subject to Section 8.01 and Section 8.02, if the board of directors of Company, in response to (1) a Company Intervening Event or (2) a Company Superior Proposal, in each case, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend this Agreement and the Merger, then, prior to the receipt of the Requisite Company Shareholder Approval, in submitting this Agreement and the Merger to its shareholders, the board of directors of Company may withhold or withdraw or modify or qualify in a manner adverse to Buyer the Company Board Recommendation or may submit this Agreement and the Merger to its shareholders without recommendation (Beach, a “Company Adverse Recommendation Change”) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of Company may communicate the basis for its Company Adverse Recommendation Change to its shareholders, including in the Proxy Statement-Prospectus or an appropriate amendment or supplement thereto; provided, that the board of directors of Company may not take any actions under this sentence (including effecting a Company Adverse Recommendation Change) unless (i) it gives Buyer at least four (4) Business Days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the board of directors of Company in response to a Company Superior Proposal, the latest material terms and conditions and the identity of the third party in any such Company Superior Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the board of directors of Company takes into account any amendment or modification to this Agreement proposed by ▇▇▇▇▇ and after consultation receiving the advice of its outside counsel and, with Parentrespect to financial matters, its financial advisor, determines in good faith that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend this Agreement and the Merger. Any material amendment to any Company Superior Proposal will be deemed to be a new Company Superior Proposal for purposes of this Section 6.02(a) and will require a new notice period as referred to in this Section 6.02(a). Company agrees to use commercially reasonable efforts to convene the Company Meeting as soon as practicable after the registration statement on Form S-4 (the “Registration Statement”) becomes effective. Except with the prior approval of Buyer or as required by applicable Law, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. Except in accordance with the terms of this Section 6.02(a), Company’s board of directors shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the shareholders of Company and shall not withhold, withdraw, amend, or modify their recommendation in any manner adverse to Buyer or take any other action or make any other public statement inconsistent with their recommendation. Notwithstanding any Company Adverse Recommendation Change, Company shall submit this Agreement to its shareholders for their consideration at the Company Meeting and nothing in this Agreement shall relieve Company of the obligation to do so. In the event that there is present at the Company Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that failure to do so would reasonably be likely to result in a breach of the U.S. federal securities Laws or fiduciary duties of Company’s board of directors. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by ▇▇▇▇▇. Company shall adjourn or postpone the Company Meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the failure date of such meeting, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Shareholder Approval. Company shall only be required to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior times, for aggregate adjournments or postponements not exceeding sixty (60) calendar days, pursuant to the End Dateimmediately preceding sentence of this Section 6.02(a) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect and any further adjournment or postponement of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without require the prior written consent of Parent, unless required Buyer. (b) Company shall use its reasonable best efforts to do so by applicable Law or cause the Company Articles or Meeting to occur as soon as reasonably practicable after the Company BylawsRegistration Statement has been declared effective.

Shareholder Approval. The Company agrees (a) CLBH shall submit to its shareholders this Agreement and any other matters required to be approved by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, CLBH shall take, in accordance with applicable Law and the Company Articles its articles of incorporation and the Company Bylawsbylaws, all action necessary to convene call, give notice of, convene, and hold CLBH’s Shareholders’ Meeting as soon promptly as reasonably practicable after for the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider purpose of considering and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such voting on approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality adoption of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger transactions provided for in this Agreement. CLBH’s board of directors shall be submitted recommend that its shareholders approve this Agreement in accordance with the NCBCA and shall include such recommendation in the proxy statement delivered to shareholders of CLBH, except to the Companyextent CLBH’s board of directors has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. CLBH shall solicit and use its reasonable efforts to obtain the Requisite CLBH Shareholder Approval. (b) Neither CLBH’s board of directors nor any committee thereof shall, except as expressly permitted by this Section 7.1, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to FBNC, the CLBH Recommendation, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the receipt of Requisite CLBH Shareholder Approval, CLBH’s board of directors may make an Adverse Recommendation Change if and only if: (A) CLBH’s board of directors determines in good faith, after consultation with the CLBH Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that is a Superior Proposal; (B) CLBH’s board of directors determines in good faith, after consultation with CLBH’s outside counsel, that a failure to make such Adverse Recommendation Change would be inconsistent with CLBH’s board of directors fiduciary duties to CLBH and its shareholders at the Company Special Meeting whether or not under applicable Law; (xC) the Company Board shall have effected CLBH’s board of directors provides written notice (a Company Adverse Change “Notice of Recommendation Change”) to FBNC of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the third business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (y) it being understood that any Company amendment to any material term of such Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any require a new Notice of its advisors. The Company shall notRecommendation Change, without the prior written consent of Parentexcept that, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledin such case, the Company has not received proxies representing a sufficient number of shares of Company Common Stock three business day period referred to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as in this clause (C) and in clauses (D) and (E) shall be mutually agreed upon reduced to two (2) business days following the giving of such new Notice of Recommendation Change); (D) after providing such Notice of Recommendation Change, CLBH shall negotiate in good faith with FBNC (if requested by FBNC) and provide FBNC reasonable opportunity during the Company and Parent, which date shall not be less than subsequent five (5) days nor more than ten (10) days after the date of adjournment, and subject business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CLBH board of directors to proceed without an Adverse Recommendation Change (provided, however, that the FBNC shall continue not be required to use all reasonable best effortspropose any such adjustments); and (E) CLBH’s board of directors, together with its proxy solicitorfollowing such three business day period, to assist again determines in the solicitation of proxies from shareholders relating to the Company Shareholder Approvalgood faith, (B) after consultation with Parentoutside counsel, if the that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to adjourn or postpone the Company Special Meeting take such action would reasonably be expected inconsistent with their fiduciary duties to be a violation of CLBH and its shareholders under applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsLaw.

Shareholder Approval. The Company (a) BHB agrees to take, in accordance with applicable Law law, the Articles of Incorporation, as amended, and the Company Articles Amended and the Company BylawsRestated Bylaws of BHB, all action necessary to convene as soon as practicable a special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by BHB’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “BHB Meeting”) and, subject to Section 5.08, shall take all lawful action to solicit such approval by such shareholders. BHB agrees to use its reasonable best efforts to convene the BHB Meeting within thirty-five (35) days after the Form S-4 is declared effective (but initial mailing of the Joint Proxy Statement/Prospectus to shareholders of BHB pursuant to Section 5.05, and in no any event later than shall convene the BHB Meeting within forty-five (45) days after such mailing. Except for matters that would ordinarily be considered at BHB’s annual meeting of shareholders or with the Form S-4 is declared effective)prior approval of LSBG, no other matters shall be submitted for the Company Special Meeting to consider and to obtain approval of BHB shareholders at the Company Shareholder ApprovalBHB Meeting. Subject to Sections 6.9(b) and (c), the Company The BHB Board shall at all times prior to and during such Company Special the BHB Meeting recommend adoption of this Agreement by the shareholders of BHB and shall not withhold, withdraw, amend or modify such recommendation in any manner or take any other action or make any other public statement inconsistent with such recommendation. (b) LSBG agrees to take, in accordance with applicable law, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of LSBG, all action necessary to convene a special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by LSBG’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “LSBG Meeting”) and, subject to Section 5.08, shall take all lawful action to solicit such approval and shall by such shareholders. LSBG agrees to use its reasonable best efforts to solicit convene the LSBG Meeting within thirty-five (35) days after the initial mailing of the Joint Proxy Statement/Prospectus to shareholders of LSBG pursuant to Section 5.05, and in any event shall convene the LSBG Meeting within forty-five (45) days after such mailing. Except for matters that would ordinarily be considered at LSBG’s annual meeting of shareholders or with the prior approval of BHB, no other matters shall be submitted for the approval of LSBG shareholders at the LSBG Meeting. The LSBG Board shall at all times prior to and during the LSBG Meeting recommend adoption of this Agreement by its the shareholders of LSBG (the “Company Board LSBG Recommendation”) and shall not withhold, withdraw, amend or modify such recommendation in any manner adverse to BHB or take any other action or make any other public statement inconsistent with such recommendation, except as and to the extent expressly permitted by Section 5.11 (a “Change in Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsRecommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of LSBG for their approval at the Company Special LSBG Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as and nothing contained herein shall be mutually agreed upon by the Company deemed to relieve LSBG of such obligation (unless and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of until this Agreement shall continue to use all reasonable best efforts, together agreement is terminated in accordance with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”Section 7.01), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees (a) GSB shall submit to the holders of GSB Common Stock and GSB Series A Preferred Stock this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, GSB shall take, in accordance with applicable Law and the Company Articles its articles of incorporation and the Company Bylawsbylaws, all action necessary to convene call, give notice of, convene, and hold GSB’s Shareholders’ Meeting as soon promptly as reasonably practicable after for the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider purpose of considering and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such voting on approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger transactions provided for in this Agreement. GSB’s board of directors shall be submitted recommend that its shareholders approve this Agreement in accordance with the S.C. Code and shall include such recommendation in the Proxy Statement/Prospectus delivered to shareholders of GSB, except to the Companyextent GSB’s board of directors has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. GSB shall solicit and use its reasonable efforts to obtain the Requisite GSB Shareholder Approval. (b) Neither GSB’s board of directors nor any committee thereof shall, except as expressly permitted by this Section 7.1, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the GSB Recommendation, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the receipt of the Requisite GSB Shareholder Approval, GSB’s board of directors may make an Adverse Recommendation Change if and only if: (A) GSB’s board of directors determines in good faith, after consultation with the GSB Financial Advisor (or such other financial advisor as GSB may use) and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that is a Superior Proposal; (B) GSB’s board of directors determines in good faith, after consultation with GSB’s outside counsel, that a failure to make such Adverse Recommendation Change would be inconsistent with GSB’s board of directors’ fiduciary duties to GSB and its shareholders at the Company Special Meeting whether or not under applicable Law; (xC) the Company Board shall have effected GSB’s board of directors provides written notice (a Company Adverse Change “Notice of Recommendation Change”) to Buyer of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the third (3rd) business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (y) it being understood that any Company amendment to any material term of such Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any require a new Notice of its advisors. The Company shall notRecommendation Change, without the prior written consent of Parentexcept that, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledin such case, the Company has not received proxies representing a sufficient number of shares of Company Common Stock three business day period referred to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as in this clause (C) and in clauses (D) and (E) shall be mutually agreed upon reduced to two (2) business days following the giving of such new Notice of Recommendation Change); (D) after providing such Notice of Recommendation Change, GSB shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the Company and Parent, which date shall not be less than five subsequent three (53) days nor more than ten (10) days after the date of adjournment, and subject business day period to make such adjustments in the terms and conditions of this Agreement as would enable GSB’s board of directors to proceed without an Adverse Recommendation Change (provided, however, that Buyer shall continue not be required to use all reasonable best effortspropose any such adjustments); and (E) GSB’s board of directors, together with its proxy solicitorfollowing such three (3) business day period, to assist again determines in the solicitation of proxies from shareholders relating to the Company Shareholder Approvalgood faith, (B) after consultation with Parentoutside counsel, if the that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to adjourn or postpone the Company Special Meeting take such action would reasonably be expected inconsistent with their fiduciary duties to be a violation of GSB and its shareholders under applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsLaw.

Shareholder Approval. The Company agrees TRBI Board will submit to its shareholders the plan of merger contained in this Agreement and any other matters required to be approved or adopted by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, TRBI will take, in accordance with applicable Law law, applicable NASDAQ National Market System rules, the rules of any other relevant exchange and the Company Articles and the Company Bylawsits Constituent Documents, all action necessary to convene as soon as practicable after a meeting of its shareholders (including any adjournment or postponement, the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective“TRBI Meeting”), the Company Special Meeting as promptly as practicable, to consider and to obtain vote upon approval of the Company Shareholder Approvalplan of merger as well as any other such matters. Subject to Sections 6.9(b) and (c)Except as specifically provided in the second succeeding sentence below, the Company TRBI Board shall at will use all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders (a vote approving the “Company Board Recommendation”). Without limiting the generality plan of merger contained in this Agreement, including providing an unqualified recommendation that its shareholders vote in favor of the foregoingMerger. Unless the Agreement has previously been terminated pursuant to Article VIII, unless TRBI shall be obligated to hold the TRBI Meeting notwithstanding any Acquisition Proposal or other event or circumstance, and TRBI agrees that it will not submit any Acquisition Proposal to its shareholders for a vote. However, notwithstanding the foregoing or anything herein to the contrary, if the TRBI Board, after consultation with (and based on the advice of) counsel, determines in good faith that, because of the receipt by TRBI of an Acquisition Proposal that the TRBI Board concludes in good faith constitutes a Superior Proposal, it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend the plan of merger set forth in this Agreement, then, in submitting the plan of merger to the TRBI Meeting, the TRBI Board may submit the plan of merger to its shareholders without recommendation (although the resolutions adopting this Agreement has terminated as of the date hereof may not be rescinded or amended), in accordance with which event the TRBI Board may communicate the basis for its terms, this Agreement and the Merger shall be submitted lack of a recommendation to the Company’s shareholders at in the Company Special Meeting whether Proxy Statement or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation an appropriate amendment or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted supplement thereto to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meetingextent required by law; provided that the Company mayTRBI Board may not take any actions under this sentence until after giving BBVA at least 10 business days to respond to such Acquisition Proposal (and after giving BBVA notice of the latest material terms, without conditions and identity of the prior written consent of Parent, adjourn third party in the Acquisition Proposal) and then taking into account any amendment or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock modification to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so proposed by applicable Law or the Company Articles or the Company BylawsBBVA.

Shareholder Approval. The Company (a) WFD agrees to take, in accordance with applicable Law law, the Articles of Organization, as amended, and the Company Articles Amended and the Company BylawsRestated Bylaws of WFD, all action necessary to convene as soon as practicable a special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by WFD’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “WFD Meeting”) and, subject to Section 5.08, shall take all lawful action to solicit such approval by such shareholders. WFD agrees to use its best efforts to convene the WFD Meeting within thirty-five (35) days after the Form S-4 is declared effective (but initial mailing of the Joint Proxy Statement/Prospectus to shareholders of WFD pursuant to Section 5.05, and in no any event later than shall convene the WFD Meeting within forty-five (45) days after such mailing. Except for matters that would ordinarily be considered at WFD’s annual meeting of shareholders or with the Form S-4 is declared effective)prior approval of CBNK, no other matters shall be submitted for the Company Special Meeting to consider and to obtain approval of WFD shareholders at the Company Shareholder ApprovalWFD Meeting. Subject to Sections 6.9(b) and (c), the Company The WFD Board shall at all times prior to and during such Company Special the WFD Meeting recommend such approval adoption of this Agreement by the shareholders of WFD and shall use not withhold, withdraw, amend or modify such recommendation in any manner or take any other action or make any other public statement inconsistent with such recommendation. (b) CBNK agrees to take, in accordance with applicable law, the Articles of Organization and the Amended and Restated Bylaws of CBNK, all action necessary to convene a special meeting of its reasonable best efforts shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBNK’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “CBNK Meeting”) and, subject to Section 5.08, shall take all lawful action to solicit such approval by such shareholders. CBNK agrees to use its best efforts to convene the CBNK Meeting within thirty-five (35) days after the initial mailing of the Joint Proxy Statement/Prospectus to shareholders of CBNK pursuant to Section 5.05, and in any event shall convene the CBNK Meeting within forty-five (45) days after such mailing. Except for matters that would ordinarily be considered at CBNK’s annual meeting of shareholders or with the prior approval of WFD, no other matters shall be submitted for the approval of CBNK shareholders at the CBNK Meeting. The CBNK Board shall at all times prior to and during the CBNK Meeting recommend adoption of this Agreement by the shareholders of CBNK (the “Company Board CBNK Recommendation”) and shall not withhold, withdraw, amend or modify such recommendation in any manner adverse to WFD or take any other action or make any other public statement inconsistent with such recommendation, except as and to the extent expressly permitted by Section 5.11 (a “Change in Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsRecommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of CBNK for their approval at the Company Special CBNK Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as and nothing contained herein shall be mutually agreed upon by the Company deemed to relieve CBNK of such obligation (unless and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of until this Agreement shall continue to use all reasonable best efforts, together agreement is terminated in accordance with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”Section 7.01), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees shall hold a shareholder meeting to take, in accordance with applicable Law approve the issuance of the Shares pursuant to this Agreement as promptly as possible following the execution of this Agreement and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsapproval. The Company shall notalso use its best efforts to take all other actions and obtain all other consents or waivers necessary to enable it to consummate the transactions contemplated by this Agreement as promptly as possible following the execution of this Agreement, without the prior written consent including ensuring that no state takeover law or anti-takeover provision of Parent, adjourn or postpone the Company Special Meeting; provided is applicable to the transactions contemplated by this Agreement. In that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approvalregard, the Company shall adjourn prepare and file with the Securities and Exchange Commission (the "SEC") and all other appropriate governmental agencies a proxy statement and all other documents or amendments thereto required or necessary to solicit shareholder approval of the issuance of the Shares pursuant to this Agreement. The Company Special Meeting until shall provide the Investors with an opportunity to review and comment on such date as documents and amendments and correspondence to and from the SEC. The Company shall be mutually agreed upon by recommend to its shareholders that they approve the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after issuance of the Shares pursuant to this Agreement. From the date of adjournment, and subject this Agreement until the earlier of the issuance of the Shares to the terms and conditions Investors pursuant to this Agreement or the termination of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”)Agreement, the Company shall not change such Company Record Date solicit or establish a different Company Record Date for negotiate any proposal, disclosure or communication to the Company Special Meeting without of any takeover proposal which would preclude the prior written consent consummation of Parent, unless required the transactions contemplated hereby or any alternative transaction to do so the transactions contemplated by applicable Law or this Agreement. The Company shall promptly notify the Investors of any such actions taken by third parties. Softbank agrees to vote all its shares of Common Stock of the Company Articles or in favor of the transactions contemplated by this Agreement. The obligations of the Company Bylawsand Softbank set forth in this Section 8 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company by any third party of any takeover proposal or any alternative transaction to the transactions contemplated by this Agreement.

Shareholder Approval. The (a) Upon the election of Acquiror, the Company agrees shall take all steps necessary to takeeither (i) solicit written consents, in accordance with applicable Law form and the Company Articles and the Company Bylawssubstance acceptable to Acquiror, all action necessary to convene from its Shareholders as soon promptly as practicable after the Form S-4 is declared effective date of this Agreement for the purpose of consenting to the approval of this Agreement and the Merger or (but in no event later than forty-five (45ii) days duly call, give notice of, convene and hold a meeting of its Shareholders as promptly as practicable after the Form S-4 is declared effectivedate of this Agreement for the purpose of voting upon the approval of this Agreement and the Merger (the “Special Meeting”), provided, however that if Acquiror initially elects to have the Company seek approval by written consent pursuant to clause (i) above, Acquiror may change its election by providing notice to the Company and require the Company to call a Special Meeting pursuant to consider clause (ii) above. (b) Management and the Board shall recommend to the Shareholders approval of this Agreement, including the Merger, and the transactions contemplated hereby, together with any matters incident thereto, and shall not (i) fail to make, withdraw, modify or qualify in any manner adverse to Acquiror such recommendation or (ii) take any other action or make any other public statement inconsistent with such recommendation (collectively, a “Change in Recommendation”), in each case except as and to the extent expressly permitted by Section 7.8. The Company shall (A) use its best efforts to obtain the Company Requisite Shareholder Approval. Subject to Sections 6.9(b) Approval and (c), B) otherwise comply with all legal requirements applicable to soliciting the Requisite Shareholder Approval either by written consent or at the Special Meeting. The Company Board shall at all times prior submit this Agreement and the Merger to and during such Company Special Meeting recommend such the Shareholders for approval and shall use its reasonable best efforts to solicit such approval adoption as provided by its shareholders (Nevada Law and the “Company Board Recommendation”)Company’s articles of incorporation and bylaws. Without limiting the generality of the foregoing, unless this Agreement has is terminated in accordance with its terms, the Company agrees to submit this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting Shareholders whether or not (x1) the Company Board a Change in Recommendation shall have effected a Company Adverse Change of Recommendation or occurred and (y2) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company (a) Each of TCFC and SHBI agrees to take, in accordance with applicable Law law and the Company TCFC Articles and the Company TCFC Bylaws, in the case of TCFC, and the SHBI Articles and the SHBI Bylaws in the case of SHBI, all action necessary to convene as soon as reasonably practicable a meeting of its respective shareholders after the Form S-4 Registration Statement (as defined below) is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and vote upon the approval of this Agreement, the issuance of the shares of SHBI Common Stock to obtain the Company Shareholder ApprovalTCFC shareholders as the Merger Consideration in the Merger, and any other matters required to be approved by their respective shareholders for consummation of the Transaction (including any adjournment or postponement, the “TCFC Meeting” and the "SHBI Meeting", respectively), and each of TCFC and SHBI shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date and to set the same record date for such meetings. Except with the prior approval of the other party, no other matters shall be submitted for the approval of the TCFC shareholders at the TCFC Meeting or the SHBI shareholders to the SHBI Meeting. Subject to Sections 6.9(b) and (cSection 6.02(b), each of the Company TCFC Board and the SHBI Board shall at all times prior to and during such Company Special TCFC Meeting and SHBI Meeting, respectively, recommend such approval and shall use its take all reasonable best efforts lawful action to solicit such approval by its respective shareholders and shall not (x) withdraw, modify or qualify in any manner adverse to the other party such recommendation or (y) take any other action or make any other public statement in connection with the TCFC Meeting and the SHBI Meeting inconsistent with such recommendation (collectively, a “Company Board Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Without limiting the generality of the foregoingSubject to Section 8.01 and Section 8.02, unless this Agreement has terminated notwithstanding any Change in accordance with its termsRecommendation, this Agreement and the Merger shall be submitted to the Company’s TCFC shareholders at the Company Special TCFC Meeting whether and by SHBI to the SHBI shareholders at the SHBI Meeting for the purpose of approving this Agreement and any other matters required to be approved by their respective shareholders in order to consummate the Transaction. In addition to the foregoing, neither TCFC nor SHBI shall submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, TCFC and the TCFC Board on the one hand or SHBI and the SHBI Board on the other hand shall be permitted to effect a Change in Recommendation and submit any approvals required by Section 6.02 without recommendation (which, for the avoidance of doubt, shall constitute a Change in Recommendation) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law, if and only if, following the receipt of an Acquisition Proposal: (xi) it shall have complied in all material respects with Section 6.07; (ii) the Company TCFC Board in the case of TCFC or the SHBI Board in the case of SHBI, after consulting with its outside counsel, shall have effected determined in good faith that failure to do so would be more likely than not to be inconsistent with the directors’ fiduciary duties under applicable law; (iii) the TCFC Board in the case of TCFC or the SHBI Board in the case of SHBI shall have concluded in good faith, after giving effect to any modification of this Agreement which may be offered by the other party pursuant to clause (v) below, that such Acquisition Proposal constitutes a Company Adverse Change Superior Proposal; (iv) the recipient of Recommendation or (y) any Company the Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted notified the other party, at least three (3) Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Acquisition Proposal) and have furnished to the Company or any other party all the material terms and conditions of its advisors. The Company shall not, without the such proposal; and (v) prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledto effecting such a Change in Recommendation, the Company has not received proxies representing recipient of the Acquisition Proposal shall have negotiated, and shall have caused its financial and legal advisors to negotiate, during the period following its delivery of the notice referred to in clause (iv) above, with the other party in good faith for a sufficient number period of shares of Company Common Stock up to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten Business Days (10to the extent the other party had a desire to negotiate) days after the date of adjournment, and subject to make such modifications to the terms and conditions of this Agreement shall continue so that such Acquisition Proposal ceases to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be constitute a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsSuperior Proposal.

Shareholder Approval. The Company agrees (a) Banknorth shall duly take all lawful action to takecall, in accordance with applicable Law give notice of, convene and the Company Articles and the Company Bylaws, all action necessary to convene hold a meeting of its shareholders as soon promptly as practicable after following the Form S-4 is declared date upon which the Registration Statement becomes effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Banknorth Shareholders Meeting”) for the purpose of obtaining the Required Banknorth Vote and, subject to Section 6.3(b), shall take all lawful action to solicit the approval of this Agreement with respect to the Migratory Merger by such shareholders. The Board of Directors of Banknorth shall recommend approval of this Agreement by the shareholders of Banknorth (the “Banknorth Recommendation”) and shall not (x) withdraw, modify or qualify in any manner adverse to TD such recommendation or (y) take any other action or make any other public statement in connection with the Banknorth Shareholders Meeting inconsistent with such recommendation (collectively, a “Change in Banknorth Recommendation”), except as and to the extent expressly permitted by Section 6.3(b). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsBanknorth Recommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of Banknorth at the Company Special Banknorth Shareholders Meeting whether for the purpose of approving this Agreement with respect to the Migratory Merger and nothing contained in this Section 6.3 or Section 6.4 shall be deemed to relieve Banknorth of such obligation. In addition to the foregoing, Banknorth shall not (x) submit to the Company Board shall have effected a Company Adverse Change vote of Recommendation or (y) its shareholders any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted other than the Mergers. (b) Notwithstanding the foregoing, prior to obtaining the Required Banknorth Vote, Banknorth and its Board of Directors may effect a Change in Banknorth Recommendation if and only to the Company or any extent that: (i) Banknorth has complied in all material respects with its obligations under Section 6.4, (ii) its Board of Directors, after consultation with its outside counsel, determines in good faith that failure to take such action would result in a violation of its advisors. The Company shall notfiduciary duties under applicable law, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting and (iii) it (A) has received an unsolicited bona fide written Acquisition Proposal from a third party which its Board of Directors concludes in good faith constitutes a Superior Proposal (as defined below) after giving effect to all of the adjustments which may be offered by TD pursuant to clause (C) below, (B) has notified TD, at least five Business Days in advance, of its intention to effect a Change in Banknorth Recommendation, specifying the material terms and conditions of any such Superior Proposal and furnishing to TD a copy of the relevant proposed transaction agreements, if on such exist, with the date on which party making such Superior Proposal and (C) during the Company Special Meeting is originally scheduled, the Company has period of not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five Business Days following Banknorth’s delivery of the notice referred to in clause (5B) days nor more than ten (10) days after the date of adjournmentabove and prior to effecting such a Change in Banknorth Recommendation, has negotiated, and subject has used reasonable best efforts to cause its financial and legal advisors to negotiate, with TD in good faith (to the extent that TD desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. (c) As promptly as practicable after the execution of this Agreement, Banknorth, acting as the sole stockholder of Banknorth Delaware, shall, at a meeting of the sole stockholder of Banknorth Delaware which meeting Banknorth shall continue cause Banknorth Delaware to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approvalhold, (Bi) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, adopt this Agreement in respect of the Company Special Meeting Migratory Merger and the Acquisition Merger and (ii) irrevocably waive any right of appraisal with respect to the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law Acquisition Merger or the Company Articles or right to dissent from the Company BylawsAcquisition Merger that Banknorth may have.

Shareholder Approval. The Company agrees (a) Cornerstone shall submit to its shareholders this Agreement and any other matters required to be approved by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Cornerstone shall take, in accordance with applicable Law and the Company Articles its articles of incorporation and the Company Bylawsbylaws, all action necessary to convene call, give notice of, convene, and hold the Cornerstone Shareholders’ Meeting as soon promptly as practicable after for the Form S-4 is declared effective purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. Cornerstone’s Board of Directors shall recommend that its shareholders approve this Agreement in accordance with the SCBCA (but the “Cornerstone Recommendation”) and shall include such recommendation in no event later than forty-five the Proxy Statement/Prospectus mailed to shareholders of Cornerstone, except to the extent Cornerstone’s Board of Directors has made an Adverse Recommendation Change (45as defined below) days after in accordance with the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approvalterms of this Agreement. Subject to Sections 6.9(b7.1(b) and 7.3, Cornerstone shall solicit and use its reasonable efforts to obtain the Requisite Cornerstone Shareholder Vote. (b) Neither Cornerstone’s Board of Directors nor any committee thereof shall, except as expressly permitted by this Section, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the Cornerstone Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to prior to the Requisite Cornerstone Shareholder Vote, Cornerstone’s Board of Directors may make an Adverse Recommendation Change if and only if: (i) Cornerstone’s Board of Directors determines in good faith, after consultation with the Cornerstone Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that constitutes or is likely to result in a Superior Proposal; (ii) Cornerstone’s Board of Directors determines in good faith, after consultation with Cornerstone’s outside counsel, that a failure to accept such Superior Proposal would be inconsistent with its fiduciary duties to Cornerstone and its shareholders under applicable Law; (iii) Cornerstone’s Board of Directors provides written notice (a “Notice of Recommendation Change”) to Parent of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identifying the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five business day period referred to in this clause (iii) and in clauses (iv) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger v) shall be submitted reduced to three business days following the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change giving of such new Notice of Recommendation or Change); (yiv) any Company Acquisition Proposal after providing such Notice of Recommendation Change, Cornerstone shall have been publicly proposed or announced or otherwise submitted negotiate in good faith with Parent (if requested by Parent) and provide Parent reasonable opportunity during the subsequent five business day period to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until make such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to adjustments in the terms and conditions of this Agreement as would enable the Board of Directors of Cornerstone to proceed without an Adverse Recommendation Change (provided, however, that Parent shall continue not be required to use all reasonable best effortspropose any such adjustments); and (v) Cornerstone’s Board of Directors, together with its proxy solicitorfollowing such five business day period, to assist again determines in the solicitation of proxies from shareholders relating to the Company Shareholder Approvalgood faith, (B) after consultation with Parentthe Cornerstone Financial Advisor and outside counsel, if the that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to adjourn or postpone take such action would violate their fiduciary duties to Cornerstone and its shareholders under applicable Law. Notwithstanding any other provision of this Agreement, except to the Company Special extent prohibited by the SCBCA as determined by Cornerstone after consultation with Cornerstone’s outside counsel, Cornerstone shall submit this Agreement to its shareholders at Cornerstone’s Shareholders’ Meeting would reasonably be expected even if Cornerstone’s Board of Directors has made an Adverse Recommendation Change, in which case Cornerstone’s Board of Directors may communicate the Adverse Recommendation Change and the basis for it to be a violation the shareholders of applicable Law for the distribution of any required supplement or amendment to Cornerstone in the Proxy Statement/Prospectus, Prospectus or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay any appropriate amendment or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawssupplement thereto.

Shareholder Approval. (a) The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement (the “Company Board Recommendation”) and, subject to Sections 6.8(b)-(c) and 8.1(d), will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. Subject to Section 8.1(d), Company shall duly take, in accordance with applicable Law law and the Company Articles and the Company Bylaws, all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act by the SEC, for the purpose of obtaining the Company Shareholder Approval (but in no event later than forty-five (45the “Company Shareholder Meeting”). Subject to Sections 6.8(b)-(c) days after the Form S-4 is declared effectiveand 8.1(d), the Board of Directors of Company Special Meeting to consider will include in the Joint Proxy Statement the Company Board Recommendation and use all reasonable best efforts to obtain from its shareholders the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless Unless this Agreement has is terminated in accordance with its terms, including pursuant to Section 8.1(d) hereof, nothing otherwise contained in this Agreement shall be deemed to relieve Company of its obligation to submit this Agreement to its shareholders for a vote. (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve the issuance of Purchaser Common Stock in connection with the Merger for purposes of NASDAQ Listing Rule 5635 (the “Purchaser Board Recommendation”), and will submit to its shareholders the proposed issuance of Purchaser Common Stock and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. Purchaser shall duly take, in accordance with applicable law and the Merger governing organization documents of Purchaser, all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act by the SEC, for the purpose of obtaining the Purchaser Shareholder Approval (the “Purchaser Shareholder Meeting”). The Board of Directors of Purchaser will include in the Joint Proxy Statement the Purchaser Board Recommendation and use all reasonable best efforts to obtain from its shareholders the Purchaser Shareholder Approval. Nothing contained in this Agreement shall be submitted deemed to the Company’s relieve Purchaser of its obligation to submit this Agreement to its shareholders at to a vote. (c) Company and Purchaser shall cooperate to schedule and convene the Company Special Shareholder Meeting whether or not and the Purchaser Shareholder Meeting on the same date. (xd) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if If on the date on which of the Company Special Meeting is originally scheduledShareholder Meeting, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Shareholder Meeting until such date as shall be mutually agreed upon by the Company and ParentPurchaser, which date shall not be less than five (5) days nor more than ten (10) 10 days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure . Company shall only be required to adjourn or postpone the Company Special Shareholder Meeting would reasonably be expected one time pursuant to be this Section 6.3(d). (e) If on the date of the Purchaser Shareholder Meeting, Purchaser has not received proxies representing a violation sufficient number of applicable Law for the distribution shares of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary Purchaser Common Stock to obtain the Purchaser Shareholder Approval, Purchaser shall adjourn the Purchaser Shareholder Meeting until such date as shall be mutually agreed upon by Company and Purchaser, which date shall not be less than five (5) days nor more than 10 days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Purchaser Shareholder Approval. Parent may require the Company Purchaser shall only be required to adjourn, delay adjourn or postpone the Company Special Purchaser Shareholder Meeting once for a period not one time pursuant to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”this Section 6.3(e), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. (a) The Company agrees shall duly call, give notice of, establish a record date for, convene and hold its annual or special shareholders’ meeting (the “Shareholders’ Meeting”), for the purpose of, among other matters: (i) voting upon approval and adoption of the amended and restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate of Incorporation”), which shall, inter alia, authorize the issuance of (x) up to take2,000,000,000 shares of common stock, of which 200,000,000 shares of Common Stock shall be designated as Non-Voting Common Stock, 1,800,000,000 shares shall be designated as voting Common Stock, each par value $0.01 per share, and (y) 200,000,000 shares shall be designated as preferred stock, without par value, which shall contain such rights, privileges and designations as the Board may from time to time designate, of which the Board shall designate such number of shares as necessary as non-voting non-cumulative perpetual convertible preferred stock with a liquidation value of $9.00 per share and which shall be convertible into Non-Voting Common Stock and/or voting Common Stock, as applicable, at a per share conversion price of $0.75 per share, subject to adjustment as provided in accordance with the Amended and Restated Certificate of Incorporation; (ii) if applicable, voting upon such approval as may be required by the applicable Law rules of the Principal Trading Market for issuances of the Securities, including, without limitation, the issuance in excess of the Exchange Cap; and (iii) voting upon the approval of the Omnibus Equity Incentive Plan to provide equity-based incentives to directors, officers, employees and consultants of the Company (collectively, the “Shareholder Approval”). (b) The Company shall: (A) through its Board recommend to its shareholders the approval and adoption of the Amended and Restated Certificate of Incorporation, the approval to effect issuances in excess of the Exchange Cap, as applicable and the Company Articles and approval of the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective Omnibus Equity Incentive Plan (but in no event later than forty-five (45) days after the Form S-4 is declared effective)collectively, the “Company Special Meeting Recommendations”); (B) include such Company Recommendations in the proxy statement delivered to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) shareholders; and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall C) use its reasonable best efforts to solicit such approval by its shareholders (obtain the “Company Shareholder Approval. Neither the Board Recommendation”). Without limiting the generality of the foregoingnor any committee thereof shall withdraw, unless this Agreement has terminated qualify or modify, or propose publicly to withdraw, qualify or modify, in accordance with its termsa manner adverse to a Purchaser, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether Recommendations or not (x) take any action, or make any public statement, filing or release inconsistent with the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsRecommendations. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company Special Meeting; provided that the Company may, without the prior written consent of Parent, shall also adjourn or postpone the Company Special Meeting (A) Shareholders’ Meeting, if on the date on which of the Company Special Shareholders’ Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock necessary to obtain the Shareholder Approval and, following such adjournment or postponement, the Company shall use its reasonable best efforts to solicit proxies representing a sufficient number of shares to obtain the Shareholder Approval. Following the first of either such adjournment or postponement, if requested by a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, such Purchaser in connection with obtaining the Shareholder Approval. (c) After obtaining the Shareholder Approval, the Company shall adjourn as promptly as reasonably practical, file the Company Special Meeting until such Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Connecticut, as required by applicable Law and provide each Purchaser a certificate from the Secretary of State of the State of Connecticut evidencing that the Amended and Restated Certificate of Incorporation is in full force and effect as of a date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than within five (5) days nor more than ten (10) days Business Days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsShareholders’ Meeting.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles Charter and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 Registration Statement is declared effective (but and will in any event use reasonable best efforts to convene such meeting no event later than fortyfifty-five (4555) calendar days after the Form S-4 Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such purposes (the “Company Special Meeting Meeting”) to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (cSection 5.06(c), the Company Board shall at all times prior to and during such Company Special Meeting special meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Company’s Board of Directors shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on if, as of the date on time for which the Company Special Meeting is originally scheduledscheduled (as set forth in the Prospectus/Proxy Statement), the Company has not received proxies representing a sufficient number of there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain constitute a quorum necessary to conduct the business of the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder ApprovalMeeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two four (24) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the a record date, in respect of date for the Company Special Meeting (the “Company Record Date”)Meeting, the Company shall not change such Company Record Date record date or establish a different Company Record Date record date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles Charter or the Company BylawsBylaws or in connection with a postponement or adjournment of the Company Meeting permitted by this Section 5.04. Without the prior written consent of Parent, approval of the principal terms of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than matters of procedure (including a customary adjournment proposal to solicit additional proxies if necessary to obtain the Company Shareholder Approval) and matters required by applicable Law to be voted on by the Company’s shareholders in connection with the approval of this Agreement and the transactions contemplated hereby) that the Company shall propose to be acted on by the shareholders of the Company at the Company Meeting.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law law and the Company Articles and the Company Bylaws, all action necessary to convene a meeting of its shareholders, as soon promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)practicable, the Company Special Meeting to consider and to obtain the vote upon approval of this Agreement as well as any other such matters. The Board of Directors of Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at will use all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders a vote approving this Agreement. However, if the Board of Directors of Company, after consultation with (and based on the “Company Board Recommendation”). Without limiting the generality advice of) outside counsel, determines in good faith that, because of the foregoingreceipt by Company of an Acquisition Proposal that the Board of Directors of Company concludes in good faith constitutes a Superior Proposal, unless it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement has terminated to Company’s shareholders, the Board of Directors of Company may submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in accordance with which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that Company may not take any actions under this sentence until after giving Purchaser at least three business days to respond to any such Acquisition Proposal or other circumstances giving rise to such particular proposed action (and after giving Purchaser notice of the latest material terms, conditions and identity of the third party in any such Acquisition Proposal or describe in reasonable detail such other circumstances) and then taking into account any amendment or modification to this Agreement and the Merger proposed by Purchaser. Nothing contained in this Agreement shall be submitted deemed to the Company’s shareholders at relieve the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsobligation to submit this Agreement to its shareholders for a vote. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject submit to the terms and conditions vote of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in shareholders any Acquisition Proposal other than the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The Company agrees (a) ASBB shall submit to its shareholders this Agreement and any other matters required to be approved by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, ASBB shall take, in accordance with applicable Law and the Company Articles its articles of incorporation and the Company Bylawsbylaws, all action necessary to convene call, give notice of, convene, and hold ASBB’s Shareholders’ Meeting as soon promptly as reasonably practicable after for the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider purpose of considering and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such voting on approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality adoption of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger transactions provided for in this Agreement. ASBB’s board of directors shall be submitted recommend that its shareholders approve this Agreement in accordance with the NCBCA and shall include such recommendation in the Proxy Statement/Prospectus delivered to shareholders of ASBB, except to the Companyextent ASBB’s board of directors has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. ASBB shall solicit and use its reasonable efforts to obtain the Requisite ASBB Shareholder Approval. (b) Neither ASBB’s board of directors nor any committee thereof shall, except as expressly permitted by this Section 7.1, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the ASBB Recommendation, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the receipt of the Requisite ASBB Shareholder Approval, ASBB’s board of directors may make an Adverse Recommendation Change if and only if: (A) ASBB’s board of directors determines in good faith, after consultation with the ASBB Financial Advisor (or such other financial advisor as ASBB may use) and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that is a Superior Proposal; (B) ASBB’s board of directors determines in good faith, after consultation with ASBB’s outside counsel, that a failure to make such Adverse Recommendation Change would be inconsistent with ASBB’s board of directors’ fiduciary duties to ASBB and its shareholders at the Company Special Meeting whether or not under applicable Law; (xC) the Company Board shall have effected ASBB’s board of directors provides written notice (a Company Adverse Change “Notice of Recommendation Change”) to Buyer of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the third business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (y) it being understood that any Company amendment to any material term of such Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any require a new Notice of its advisors. The Company shall notRecommendation Change, without the prior written consent of Parentexcept that, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledin such case, the Company has not received proxies representing a sufficient number of shares of Company Common Stock three business day period referred to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as in this clause (C) and in clauses (D) and (E) shall be mutually agreed upon reduced to two business days following the giving of such new Notice of Recommendation Change); (D) after providing such Notice of Recommendation Change, ASBB shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject subsequent three business day period to make such adjustments in the terms and conditions of this Agreement as would enable ASBB’s board of directors to proceed without an Adverse Recommendation Change (provided, however, that Buyer shall continue not be required to use all reasonable best effortspropose any such adjustments); and (E) ASBB’s board of directors, together with its proxy solicitorfollowing such three business day period, to assist again determines in the solicitation of proxies from shareholders relating to the Company Shareholder Approvalgood faith, (B) after consultation with Parentoutside counsel, if the that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to adjourn or postpone the Company Special Meeting take such action would reasonably be expected inconsistent with their fiduciary duties to be a violation of ASBB and its shareholders under applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsLaw.

Shareholder Approval. (1) The Company agrees Borrower shall use its best efforts to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene obtain as soon as practicable after the Form S-4 is declared effective (possible but in no event later than forty-five 90 days following the date of the Loan Agreement or 120 days in the event the proxy materials shall be reviewed by the Commission, shareholder approval of the issuance of the Underlying Shares (45) days after the Form S-4 is declared effective"SHAREHOLDER PROPOSAL"), which approval shall meet the Company Special Meeting to consider and to obtain requirements of Nasdaq's Rule 4350(i) of Nasdaq set forth in the Company Shareholder Approval. Subject to Sections 6.9(bNASD Manual (the "SHAREHOLDER APPROVAL DATE"). (2) and (c)As soon as practicable following the date of the Loan Agreement, but in no event more than 30 days following the date of the Loan Agreement, the Company Board Borrower shall at all times prior to prepare and during such Company Special Meeting recommend such file with the Commission proxy materials calling a special meeting (the "SPECIAL MEETING") of its shareholders seeking approval and of the Shareholder Proposal. The Borrower shall use its reasonable best efforts to solicit cause such proxy materials to reach the "no further comment" stage as soon as possible (the "CLEARANCE DATE") and to hold the Special Meeting as soon as possible following the Clearance Date, but in no event later than 45 days following the Clearance Date. (3) The Board of Directors shall recommend approval thereof by the Borrower's shareholders. The Borrower shall mail and distribute its proxy materials for the Special Meeting to its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) least 30 days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two of the Special Meeting and shall actively solicit proxies to vote for the Shareholder Proposal. The Borrower shall provide the Lenders an opportunity to review and comment on such proxy materials by providing (2which may be by e-mail) Business Days copies of such proxy materials and any revised preliminary proxy materials to the Lenders at least three (3) days prior to their filing with the End DateCommission. The Borrower shall provide the Lenders (which may be by e-mail) copies of all correspondence from or to solicit the Commission or its staff concerning the proxy materials for the Special Meeting promptly after the same is sent or received by the Borrower and summaries of any comments of the Commission's staff which the Borrower receives orally promptly after receiving such oral comments. The Borrower shall (i) furnish to the Lenders and their counsel (which may be by e-mail) a copy of its definitive proxy materials for the Special Meeting and any amendments or supplements thereto promptly after the same are first used, mailed to shareholders or filed with the Commission, (ii) inform the Lenders of the progress of solicitation of proxies for such meeting and (iii) inform the Lenders of any adjournment of the Special Meeting and shall report the result of the vote of shareholders on the Shareholder Proposal at the conclusion of the Special Meeting. (4) If for any reason the Shareholder Proposal is not approved at the Special Meeting, the Borrower will take such additional proxies acts or actions as are necessary to obtain hold an additional Special Meeting to consider the Company Shareholder ApprovalProposal and in conjunction therewith shall hire a nationally recognized proxy solicitation firm, selected by the Lenders which is reasonably satisfactory to the Borrower, to assist it in obtaining the necessary shareholder votes to approve the Shareholder Proposal. Once the Company has established the record date, in respect The Borrower shall bear all costs and expenses of the Company preparation and filing of any and all proxy materials and Special Meeting (Meetings, including but not limited to the “Company Record Date”), costs and expenses of the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsproxy solicitation firm if needed.

Shareholder Approval. The Company agrees to take(a) Target shall call a meeting of its shareholders for the purpose of obtaining the Target Requisite Shareholder Approval (including any meeting that occurs after any adjournment or postponement, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective“Target Shareholder Meeting”), on substantially the Company Special Meeting to consider terms and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c)conditions set forth in this Agreement, the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit cause such approval by meeting to occur as soon as reasonably practicable after the effectiveness of the Form S-4 under the Securities Act. The Target Board shall use its reasonable best efforts to obtain from its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Target Requisite Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon including by the Company and Parentrecommending that its shareholders vote in favor of this Agreement, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to on substantially the terms and conditions of set forth in this Agreement, required to consummate the transactions contemplated by this Agreement. The Target Board has adopted resolutions approving the Merger, on substantially the terms and conditions set forth in this Agreement, and directing that the Merger, on such terms and conditions, be submitted to Target’s shareholders for their consideration. Notwithstanding anything in this Agreement to the contrary, Target is not obligated to convene the Target Shareholder Meeting or submit this Agreement to its shareholders if the Target Board shall continue to have made an Adverse Recommendation Change (as defined herein) in accordance with Section 6.9. (b) Each of Buyer and Target shall, and shall cause its respective Subsidiaries to, use all their reasonable best effortsefforts (i) to take, together or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such Party or its proxy solicitorSubsidiaries with respect to the Merger and, subject to the conditions set forth in Article VII, to assist in consummate the solicitation of proxies from shareholders relating transactions contemplated by this Agreement, and (ii) to obtain (and to cooperate with the Company Shareholder Approvalother Party to obtain) any material consent, (B) after consultation with Parentauthorization, if the failure to adjourn order or postpone the Company Special Meeting would reasonably be expected approval of, or any exemption by, any Governmental Entity and any other third party that is required to be a violation obtained by Target or Buyer or any of applicable Law for their respective Subsidiaries in connection with the distribution of any required supplement or amendment to Merger and the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so other transactions contemplated by applicable Law or the Company Articles or the Company Bylawsthis Agreement.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law law, the rules of the FINRA, the Articles of Organization of Company and the Company Articles and the Company BylawsBylaws of Company, all action necessary to convene as soon as practicable after a meeting of its shareholders to consider and vote upon the Form S-4 is declared effective approval of this Agreement and any other matters required to be approved by Company’s shareholders in order to permit consummation of the transactions contemplated hereby (but in no event later than including any adjournment or postponement, the “Company Meeting”) and, subject to Section 5.09, shall take all lawful action to solicit such approval by such shareholders. Company agrees to use commercially reasonable efforts to convene the Company Meeting within forty-five (45) days after following the Form S-4 is declared time when the Registration Statement becomes effective). Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting other than routine annual meeting matters limited to the election of directors, the ratification of independent accountants and any required advisory votes relating to executive compensation or the frequency of advisory votes on executive compensation. The board of directors of Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such the Company Special Meeting recommend such approval of this Agreement by the shareholders of Company and shall use its reasonable best efforts not withhold, withdraw, amend or modify such recommendation in any manner adverse to solicit Buyer or take any other action or make any other public statement inconsistent with such approval recommendation, except as and to the extent expressly permitted by its shareholders Section 5.09 (the a “Company Board Change in Recommendation”). Without limiting the generality of the foregoingNotwithstanding any Change in Recommendation, unless Company shall submit this Agreement has terminated in accordance with to its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders for their consideration at the Company Special Meeting whether and nothing in this Agreement shall relieve Company of the obligation to do so. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided Meeting unless Company is advised by counsel that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law would result in a breach of the U.S. federal securities laws or fiduciary duties of Company’s board of directors. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Articles or the Company BylawsMeeting as reasonably required by Buyer.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting”), to be held as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning the Company Shareholders’ Meeting if there are insufficient votes to approve this Agreement to allow additional time to attain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), Notwithstanding any Change in the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of this Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board Shelby County shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, submit this Agreement and the Merger to its shareholders for approval at a meeting to be called and held in accordance with applicable law and the Articles of Incorporation and By-Laws of Shelby County on a date mutually acceptable to Shelby County and Blue River. Shelby County shall be submitted use its reasonable efforts to the Company’s hold such meeting of shareholders at the Company Special Meeting whether or not no later than sixty (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (560) days nor more than ten (10) days after following the date of adjournmentthis Agreement. In connection with such meeting of shareholders of Shelby County, and subject (a) Shelby County shall deliver to its shareholders a proxy statement relating to the terms and conditions Merger ("Proxy Statement") which shall include a copy of this Agreement and all other information required to be provided to shareholders of Shelby County in accordance with applicable law; and (b) the Board of Directors of Shelby County shall continue to use all reasonable best effortsrecommend, together with its proxy solicitorby at least a majority vote, to assist Shelby County's shareholders that such shareholders approve this Agreement and the Merger and shall solicit proxies in favor of this Agreement from such shareholders (unless, in the solicitation written opinion of proxies from shareholders relating to counsel for Shelby County, the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would fiduciary duties of such Board might reasonably be expected found to be prohibit such a violation recommendation, in which event the individual members of applicable Law for the distribution Board of any required supplement or amendment Directors shall nevertheless remain personally obligated to vote in favor of this Agreement and the Merger pursuant to their personal undertakings set forth elsewhere in this Agreement). Immediately following the approval of this Agreement by the shareholders of Shelby County, Shelby County, as the sole shareholder of SCSB, and the Board of Directors of SCSB shall each approve the Conversion and adopt the Plan of Conversion. Shelby County shall use its reasonable efforts to cause Trident Financial Corporation ("Trident") to issue, no later than the date of the Proxy Statement/Prospectus, or Trident's written opinion (C"Fairness Opinion") after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain stating that the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior Conversion Price is fair to the date that is two (2) Business Days prior shareholders of Shelby County from a financial point of view. Shelby County shall attach a copy of Trident's fairness opinion to the End Date) proxy statement to solicit additional proxies necessary be delivered to obtain Shelby County's shareholders in connection with the Company Shareholder Approval. Once the Company has established the record date, meeting of shareholders referenced in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsthis Section 6.01.

Shareholder Approval. The Company agrees to (a) Following the execution of this Agreement, First Savings shall take, in accordance with applicable Law law and the Company its Articles of Incorporation and the Company Bylaws, all action necessary to convene a meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but and in no any event later than within forty-five (45) days after following the Form S-4 is declared time when the Registration Statement becomes effective), subject to extension with the Company Special Meeting consent of First Merchants, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the approval of this Agreement and any other matter required to obtain be approved by the Company shareholders of First Savings in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Approval. Meeting”). (b) Subject to Sections 6.9(bSection 7.5 hereof, First Savings shall cooperate with First Merchants in the preparation of the “Registration Statement” (as defined below) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval obtain the requisite vote of First Savings’s shareholders to approve this Agreement and to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its shareholders First Savings in connection with the Shareholder Meeting are solicited in compliance with the Indiana Business Corporation Law, the Articles of Incorporation and Bylaws of First Savings, and all other applicable legal requirements. First Savings shall keep First Merchants updated with respect to the proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by First Merchants. In connection with the Proxy Statement, First Savings will obtain the opinion of ▇▇▇▇ ▇▇▇▇▇▇, PC, tax counsel to First Savings, that (i) the “Company Board Recommendation”). Without limiting Merger will qualify as a reorganization within the generality meaning of Section 368(a) of the foregoingCode; each of First Savings and First Merchants will be a party to such reorganization within the meaning of Section 368(b) of the Code; and no gain or loss will be recognized by holders of First Savings Common Stock upon the receipt of shares of First Merchants Common Stock in exchange for their shares of First Savings Common Stock, unless this Agreement has terminated except to the extent of any cash received in accordance with lieu of fractional shares of First Merchants Common Stock; and (ii) ▇▇▇▇ ▇▇▇▇▇▇, PC confirms that the discussion contained in the Registration Statement under the caption “Material Federal Income Tax Consequences of the Merger” subject to the limitations, qualifications and assumptions described therein, constitutes its termsopinion of the material federal income tax consequences of the Merger to a stockholder who holds shares of First Savings Common Stock as a capital asset. (c) Subject to Section 7.5 hereof, First Savings’s Board of Directors shall recommend that First Savings’s shareholders vote to approve this Agreement and the Merger shall transactions contemplated hereby (including the Merger) and any other matters required to be submitted to the Companyapproved by First Savings’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect consummation of the Company Special Meeting (Merger and the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawstransactions contemplated hereby.

Shareholder Approval. The Company agrees Notwithstanding anything to takethe contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, in accordance with the parties hereto acknowledge and agree that the obligation of Diversus hereunder to consummate the transactions contemplated by this Agreement, the Standby Agreement or any other agreement contemplated by this Agreement or the Standby Agreement (such agreements, the “Transaction Agreements” and such transactions, the “Transactions”) shall be conditioned upon the receipt of the Shareholder Approval (as defined below). Diversus covenants to submit the applicable Law Transaction Agreements and the Company Articles and the Company Bylaws, all action necessary Transactions to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than within ten (10) days after of receipt of a copy of the date “Litigation Termination” (defined below). If Diversus does not receive the Shareholder Approval prior to (i) if such matters are submitted to a vote of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be at a violation of applicable Law meeting thereof called for the distribution purpose of any required supplement or amendment to seeking a vote on such matters, the Proxy Statement/Prospectusfinal adjournment of such meeting, or (Cii) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior such matters are submitted to the shareholders for action by written consent in lieu of a meeting, the earlier of (x) the date, if any, on which Diversus receives written instruments dissenting from such matters such that the Shareholder Approval shall be incapable of being obtained or (y) the close of business on the 30th calendar day following the date that is two (2) Business Days prior on which Diversus first mails any consent solicitation statement or other similar document seeking shareholder action by written consent in lieu of a meeting. Notwithstanding anything to the End Date) to solicit additional proxies necessary to obtain contrary herein or in the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”)Standby Agreement or any other agreement contemplated hereby or thereby, the Company shall parties hereto acknowledge and agree that, solely in the case that Shareholder Approval is not change such Company Record Date or establish a different Company Record Date obtained for the Company Special Meeting without transactions contemplated herein and in the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.Standby Agreement

Shareholder Approval. The (a) Company agrees to take, in accordance with applicable Law Law, the Articles of Organization of Company and the Company Articles and the Company BylawsBylaws of Company, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to obtain be approved by Company’s shareholders in order to permit consummation of the Company Shareholder Approval. Subject to Sections 6.9(b) and transactions contemplated by this Agreement (c)including any adjournment or postponement, the “Company Board Meeting”) and, subject to Section 6.07, shall at take all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts lawful action to solicit such approval shareholder approval, including by communicating to its shareholders its recommendation (and including such recommendation in the Joint Proxy Statement-Prospectus) that they approve this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”). Without limiting the generality of the foregoing) and shall not make a Company Adverse Recommendation Change, unless this Agreement has terminated except in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsSection 6.07. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing engage a sufficient number of shares of Company Common Stock proxy solicitor reasonably acceptable to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, Buyer to assist in the solicitation of proxies from shareholders relating to the Requisite Company Shareholder Approval. Except in accordance with the terms of Section 6.07, Company’s board of directors shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the shareholders of Company and shall not withhold, withdraw, amend, or modify their recommendation in any manner adverse to Buyer or take any other action or make any other public statement inconsistent with their recommendation. Notwithstanding any Company Adverse Recommendation Change, Company shall submit this Agreement to its shareholders for their consideration at the Company Meeting and nothing in this Agreement shall relieve Company of the obligation to do so. In the event that there is present at the Company Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that failure to do so would reasonably be likely to result in a breach of the U.S. federal securities Laws or fiduciary duties of Company’s board of directors. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by ▇▇▇▇▇. Company shall adjourn or postpone the Company Meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (Beither in person or by proxy) after consultation with Parentto constitute a quorum necessary to conduct the business of such meeting, or if on the failure date of such meeting, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Shareholder Approval. Company shall only be required to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior times, for aggregate adjournments or postponements not exceeding sixty (60) calendar days, pursuant to the End Dateimmediately preceding sentence of this Section 6.02(a) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect and any further adjournment or postponement of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without require the prior written consent of ParentBuyer. (b) ▇▇▇▇▇ agrees to take, in accordance with applicable Law, the Articles of Organization of Buyer and the Bylaws of Buyer, all action necessary to convene a meeting of its shareholders to consider and vote upon the approval of the Buyer Share Issuance and any other matters required to be approved by Buyer’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “Buyer Meeting”) and, except in the case of a Buyer Adverse Recommendation Change, shall take all lawful action to solicit shareholder approval, including by communicating to its shareholders its recommendation (and including such recommendation in the Joint Proxy Statement-Prospectus) that they approve the Buyer Share Issuance (the “Buyer Board Recommendation”), and shall not make a Buyer Adverse Recommendation Change except in accordance with Section 6.07. Except in accordance with the terms of Section 6.07, ▇▇▇▇▇’s board of directors shall at all times prior to and during the Buyer Meeting recommend approval of this Agreement by the shareholders of Buyer and shall not withhold, withdraw, amend, or modify their recommendation in any manner adverse to Company or take any other action or make any other public statement inconsistent with their recommendation. Notwithstanding any Buyer Adverse Recommendation Change, Buyer shall submit this Agreement to its shareholders for their consideration at the Buyer Meeting and nothing in this Agreement shall relieve Buyer of the obligation to do so. In the event that there is present at the Buyer Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Buyer Shareholder Approval, Buyer will not adjourn or postpone the Buyer Meeting unless required Company has adjourned or postponed the Company Meeting or Buyer is advised by counsel that failure to do so would reasonably be likely to result in a breach of the U.S. federal securities Laws or fiduciary duties of Buyer’s board of directors. Buyer shall keep Company updated with respect to the proxy solicitation results in connection with the Buyer Meeting as reasonably requested by applicable Law Company. Buyer shall adjourn or postpone the Buyer Meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Buyer Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting, ▇▇▇▇▇ has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Buyer Shareholder Approval. Buyer shall only be required to adjourn or postpone the Buyer Meeting two (2) times, for aggregate adjournments or postponements not exceeding sixty (60) calendar days, pursuant to the immediately preceding sentence of this Section 6.02(b) and any further adjournment or postponement of the Buyer Meeting shall require the prior written consent of Company. (c) Each of Buyer and Company shall use its reasonable best efforts to cause the Buyer Meeting and the Company Articles or Meeting to occur as soon as reasonably practicable after the Registration Statement has been declared effective and on the same date, with the Company BylawsMeeting occurring prior to the Buyer Meeting.

Shareholder Approval. The Company (a) FNBB agrees to take, in accordance with applicable Law law and the Company FNBB Articles and the Company FNBB Bylaws, all action necessary to convene as soon as reasonably practicable after the Form S-4 is declared effective Registration Statement becomes effective, a special meeting of its shareholders to consider and vote upon the approval of this Agreement, including the Merger, and any other matters required to be approved by FNBB’s shareholders for consummation of the Transaction (but in including any adjournment or postponement, the “FNBB Meeting”). Except with the prior approval of TriCo, no event later than forty-five (45) days after other matters shall be submitted for the Form S-4 is declared effectiveapproval of the FNBB shareholders at the FNBB Meeting. Subject to Section 6.02(b), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company FNBB Board shall at all times prior to and during such Company Special FNBB Meeting recommend such approval and shall use its take all reasonable best efforts lawful action to solicit such approval by its shareholders and shall not (x) withdraw, modify or qualify in any manner adverse to TriCo such recommendation or (y) take any other action or make any other public statement in connection with the FNBB Meeting inconsistent with such recommendation (collectively, a “Company Board Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsRecommendation, this Agreement and the Merger shall be submitted to the Companyshareholders of FNBB at the FNBB Meeting for the purpose of approving the Agreement and any other matters required to be approved by FNBB’s shareholders for consummation of the Transaction. In addition to the foregoing, FNBB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. FNBB hereby acknowledges its obligation to submit this Agreement to its shareholders at the Company Special FNBB Meeting whether or not as provided in this Section 6.02(a). (xb) Notwithstanding the foregoing, FNBB and the FNBB Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) FNBB shall have complied in all material respects with Section 6.07; (ii) the Company FNBB Board, after consulting with its outside counsel and financial advisor, shall have determined in good faith that failure to do so would result in a breach of its fiduciary duties under applicable law; and (iii) if the FNBB Board intends to effect a Change in Recommendation following receipt of an Acquisition Proposal, (A) the FNBB Board shall have effected a Company Adverse Change concluded in good faith, after giving effect to all of Recommendation or the adjustments which may be offered by TriCo pursuant to clause (yC) any Company below, that such Acquisition Proposal constitutes a Superior Proposal, (B) FNBB shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notnotify TriCo, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than at least five (5) days nor more than ten Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (10including the identity of the party making such Acquisition Proposal) days after and furnish to TriCo all the date material terms and conditions of adjournmentsuch proposal, and subject (C) prior to effecting such a Change in Recommendation, FNBB shall, and shall cause its financial and legal advisors to, during the period following FNBB’s delivery of the notice referred to in clause (B) above, negotiate with TriCo in good faith for a period of up to five (5) Business Days (to the extent TriCo desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. It is understood that and agreed that any amendment or modification to the financial or other material terms of the Acquisition Proposal giving rise to the FNBB’s notice of a Superior Proposal shall continue constitute a new Acquisition Proposal giving rise to use a new obligation to provide notice and a new five (5) Business Day response period for TriCo, consequently extending the periods referenced in Sections 6.02(b)(iii) above. (c) TriCo agrees to take, in accordance with applicable law and the TriCo Articles and TriCo Bylaws, all action necessary to convene as soon as reasonably practicable after the Registration Statement becomes effective, a meeting of its shareholders to consider and vote upon the approval of this Agreement, the Merger and the issuance of the TriCo Common Stock in the Merger and any other matters required to be approved by TriCo’s shareholders for consummation of the Transaction (including any adjournment or postponement, the “TriCo Meeting”). The TriCo Board shall at all times prior to and during the TriCo Meeting recommend approval of this Agreement, the Merger and the issuance of the TriCo Common Stock in the Merger and any other matters required to be approved by TriCo’s shareholders for consummation of the Transaction contemplated hereby and shall take all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, lawful action to solicit additional proxies if necessary such approval by its shareholders. (d) FNBB and TriCo shall cooperate to obtain schedule and convene the Company Shareholder Approval. Parent may require FNBB Meeting and the Company to adjourn, delay or postpone TriCo Meeting on the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record same date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to take(a) UST, in accordance consultation with applicable Law and the Company Articles and the Company BylawsSCHWAB, will take all action actions necessary to convene call and hold an annual or a special meeting of UST shareholders as soon as practicable after the Form S-4 is has been declared effective by the SEC and under all applicable state securities laws for the purpose of approving the Merger and adopting the plan of merger (but within the meaning of Section 902 of the NYBCL) contained in no event later than forty-five this Agreement (45) days after and any other documents or actions necessary to the Form S-4 is declared effectiveconsummation of the Merger), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company The Board of Directors of UST shall at all times prior recommend to UST's shareholders that such shareholders vote in favor of the Merger and during neither the Board of Directors of UST, nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to SCHWAB or MERGER SUB, the approval or recommendation by such Company Special Meeting recommend Board of Directors or any such approval and shall use its reasonable best efforts to solicit such approval committee of this Agreement or the Merger, except in the case of a termination of this Agreement by its shareholders (the “Company Board Recommendation”)UST that is in compliance with Section 8.5 hereof. Without limiting the generality of the foregoing, unless the obligations of UST under this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date Section shall not be less than five altered by the commencement, public proposal, public disclosure or communication to UST or its shareholders of any Takeover Proposal (5) days nor more than ten (10) days after as defined below). The Board of Directors of UST shall at all times recommend to UST's shareholders that they reject any Takeover Proposal, except in the date case of adjournment, and subject to the terms and conditions a termination of this Agreement by UST that is in compliance with Section 8.5 hereof. (b) Nothing contained in this Agreement shall continue prohibit UST from taking and disclosing to use all reasonable best effortsits shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to UST's shareholders if, together with its proxy solicitor, to assist in the solicitation good faith judgment of proxies from shareholders relating to the Company Shareholder ApprovalBoard of Directors of UST, (B) after consultation with Parentoutside counsel, if the failure so to adjourn or postpone the Company Special Meeting disclose would reasonably be expected to be a violation of its obligations under applicable Law law. Any such disclosure by the Board of Directors of UST in accordance with this Section 6.3(b) shall not be deemed to be a withdrawal or modification of the approval or recommendation of the Merger and this Agreement by the Board of Directors of UST for the distribution purposes of any required supplement or amendment this Agreement, except as provided in Section 8.1(f). Subject to the Proxy Statement/Prospectusimmediately preceding two sentences, neither UST not its Board of Directors nor any committee thereof shall withdraw or modify, or (C) after consultation with Parentpropose publicly to withdraw or modify, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, its recommendation in respect favor of the Company Special Meeting (the “Company Record Date”)Merger or approve or recommend, the Company shall not change such Company Record Date or establish propose publicly to approve or recommend, a different Company Record Date for the Company Special Meeting without the prior written consent Takeover Proposal other than by reason of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawstermination of this Agreement in compliance with Section 8.5 hereof.

Shareholder Approval. The Company (a) CCBI agrees to take, in accordance with applicable Law law and the Company CCBI Articles and the Company CCBI Bylaws, all action necessary to convene as soon as reasonably practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting a special meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to obtain be approved by CCBI’s stockholders for consummation of the Company Shareholder Approval. Subject to Sections 6.9(b) and Transaction (c)including any adjournment or postponement, the Company “CCBI Meeting”). Except with the prior written approval of Washington Mutual, no other matters shall be submitted for the approval of the CCBI stockholders at the CCBI Meeting. The CCBI Board shall at all times prior to and during such Company Special Meeting meeting recommend such approval and shall use its take all reasonable best efforts lawful action to solicit such approval by its shareholders stockholders and, subject to Section 6.02(b), shall not (x) withdraw, modify or qualify in any manner adverse to Washington Mutual such recommendation or (y) take any other action or make any other public statement in connection with the CCBI Meeting inconsistent with such recommendation (collectively, a “Company Board Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsRecommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders stockholders of CCBI at the Company Special CCBI Meeting whether or for the purpose of approving the Agreement and any other matters required to be approved by CCBI’s stockholders for consummation of the Transaction. In addition to the foregoing, CCBI shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger. (xb) Notwithstanding the foregoing, CCBI and the CCBI Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) CCBI shall have complied in all material respects with Section 6.08; (ii) the Company CCBI Board, based on advice of its outside counsel, shall have determined in good faith that failure to do so would result in a violation of its fiduciary duties under applicable law; and (iii) if the CCBI Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the CCBI Board shall have effected a Company Adverse Change concluded in good faith, after giving effect to all of Recommendation or the adjustments which may be offered by Washington Mutual pursuant to clause (yC) any Company below, that such Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing constitutes a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder ApprovalSuperior Proposal, (B) after consultation CCBI shall notify Washington Mutual, at least five Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Acquisition Proposal) and furnish to Washington Mutual a copy of the relevant proposed transaction agreements with Parentthe party making such Superior Proposal and all other material documents, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or and (C) after consultation prior to effecting such a Change in Recommendation, CCBI shall, and shall cause its financial and legal advisors to, during the period following CCBI’s delivery of the notice referred to in clause (B) above, negotiate with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once Washington Mutual in good faith for a period not of up to exceed thirty five Business Days (30) calendar days (but prior to the date that is two (2) Business Days prior extent Washington Mutual desires to the End Datenegotiate) to solicit additional proxies necessary make such adjustments in the terms and condition of this Agreement so that such Acquisition Proposal ceases to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish constitute a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsSuperior Proposal.

Shareholder Approval. The Company agrees to takeshall, in accordance at the earliest -------------------- practicable date, hold the Shareholder Meeting. In connection with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)Shareholder Meeting, the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board Company's board of directors shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s 's shareholders at approval of the Holding Company Merger; provided, however, that in the event of the receipt by the Company Special Meeting whether or not any ----------------- of its subsidiaries of an Acquisition Proposal and (x) the Company Board shall have effected Company's board of directors has concluded in good faith that such Acquisition Proposal constitutes a Company Adverse Change of Recommendation or Superior Proposal, (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to neither the Company nor any of its subsidiaries or any of its advisors. The Company shall notthe respective Affiliates, without the prior written consent representatives, advisers or agents of Parent, adjourn or postpone the Company Special Meetingand its subsidiaries solicited, initiated or encouraged such Acquisition Proposal, and (z) the Company's board of directors shall have determined in good faith, based upon the written advice of outside counsel reasonably acceptable to the Buyer, that continuing to recommend the Holding Company Merger to the Company's shareholders would violate the directors' fiduciary duties under applicable Law, then in submitting the Holding Company Merger to the Company's shareholders for a vote, the Company's board of directors may submit the Holding Company Merger without recommendation, in which event the Company's board of directors may communicate the basis for its lack of a recommendation to the Company's shareholders in the Proxy Statement (or an appropriate amendment or supplement thereto, to the extent required by Law); provided provided, further, however, that the Company may, without may not take any actions -------- ------- ------- under this sentence until after giving the prior written consent Buyer at least five Business Days notice to respond to such Acquisition Proposal (and after giving the Buyer at least five Business Days notice of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the latest Material terms and conditions of comprising such Acquisition Proposal) and then taking into account any amendment or modification to this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in proposed by the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsBuyer.

Shareholder Approval. The (a) Company agrees to take, in accordance with applicable Law Law, the Articles of Organization of Company and the Company Articles and the Company BylawsBylaws of Company, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to obtain be approved by Company’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “Company Meeting”) and, subject to Section 5.10 of this Agreement, shall take all lawful action to solicit shareholder approval, including by communicating to its shareholders the Company Shareholder Approval. Subject to Sections 6.9(bboard of directors’ recommendation (and including such recommendation in the Proxy Statement) that the shareholders approve this Agreement and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders transactions contemplated hereby (the “Company Board Recommendation”). Without limiting the generality of the foregoing) and shall not make a Company Adverse Recommendation Change, unless this Agreement has terminated except in accordance with its terms, this Agreement Section 5.05 and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsSection 5.10. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing engage a sufficient number of shares of Company Common Stock proxy solicitor reasonably acceptable to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, Buyer to assist in the solicitation of proxies from shareholders relating to the Requisite Company Shareholder Approval. Notwithstanding the foregoing or any other provision of this Agreement, but subject to Section 5.10, Section 7.01 and Section 7.02 of this Agreement, as applicable, if the board of directors of Company, in response to (1) a Company Intervening Event or (2) a Company Superior Proposal, in each case, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to make the Company Board Recommendation, then, prior to the receipt of the Requisite Company Shareholder Approval, (B) after consultation with Parent, if the failure board of directors of Company may withhold or withdraw or modify or qualify in a manner adverse to adjourn or postpone Buyer the Company Special Board Recommendation or may submit this Agreement and the Merger to its (b) Company shall use its reasonable best efforts to cause the Company Meeting would to occur as soon as reasonably be expected to be practicable after the Registration Statement has been declared effective providing, at a violation of applicable Law minimum, sufficient time for the distribution holders of any required supplement or amendment shares of Company Common Stock in street name to the Proxy Statement/Prospectus, or (C) after consultation communicate with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsbeneficial owners.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon As promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after issuance of the Form S-4 is declared effective)California Permit or effectiveness of the S-4, as the case may be, the Company Special Meeting shall take all actions necessary in accordance with California Law and its Articles of Incorporation and bylaws to consider duly call, give notice of, convene and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by hold a meeting of its shareholders (the “Company Board Recommendation”). Without limiting "COMPANY SHAREHOLDERS MEETING") to consider and vote upon a proposal to approve the generality principal terms of the foregoingMerger. Unless so doing will cause the Board of Directors to violate its fiduciary duties under applicable law, unless this Agreement has terminated in accordance with its terms, this Agreement and the Board of Directors will unanimously recommend approval of the proposal to approve the principal terms of the Merger shall be submitted to the Company’s shareholders at by the Company Special Meeting whether Shareholders, and will not withdraw or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation modify such recommendation or (y) recommend or endorse in any Company manner any alternative Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors(as defined in SECTION 7.9). The Company shall not, without use reasonable efforts to solicit and obtain at or in advance of such meeting the prior written consent voting proxies from its shareholders sufficient to approve the principal terms of Parent, adjourn or postpone the Merger and to enable the Closing to occur as promptly as practicable. Each Company Special Meeting; provided that the Shareholder voting such Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of Shareholders' shares of Company Common Stock Capital Stock, regardless of whether such Company Shareholder elects to obtain vote such shares in person at the Company Shareholder ApprovalShareholders Meeting, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by required to provide a proxy which shall contain representations or acknowledgments reasonably acceptable to Parent, for the benefit of the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date regarding such Shareholder's ownership of adjournmentCompany Capital Stock, and subject receipt of information, contribution to the terms Escrow Fund and conditions appointment of this Agreement shall continue the Shareholder Agent. The Company will cause the Proxy Statement to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating be prepared and submitted to the Company Shareholder Approval, (B) after consultation Shareholders in accordance in all material respects with Parent, if the failure all applicable laws and regulations. The materials submitted to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation Shareholders shall include information regarding the Company, the terms of applicable Law for the distribution Merger and this Agreement and the unanimous recommendation of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect Board of Directors of the Company Special Meeting regarding the Merger and this Agreement. The Company shall deliver to Parent, concurrently with the execution of this Agreement, executed Voting Agreements from holders with beneficial ownership of (i) a majority of the “outstanding shares of each series of Company Record Date”Preferred Stock and (ii) a majority of the outstanding shares of Company Common Stock. The Company shall provide the Proxy Statement to Parent and its counsel for review and comment (and shall make such changes thereto as are reasonably requested by Parent or its counsel), prior to providing the Proxy Statement to the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsShareholders.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as As soon as reasonably practicable after following the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)execution and delivery of this Agreement, the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality give written notice of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger proposed Mergers to all Company shareholders and shall be submitted use commercially reasonable efforts to take all other action necessary in accordance with the Company’s California Code and its Articles of Incorporation and Bylaws to convene a meeting of the shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsto secure the written consent (“Company Shareholder Action”) before August 31, 2007. The Company shall not, submit this Agreement and the Agreement of Merger to its shareholders for adoption whether or not the Company’s board of directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and recommends that its shareholders reject it. The Company shall consult with Acquirer regarding the date of the Company Shareholder Action and shall not postpone or adjourn (other than for the absence of a quorum) any meeting of the shareholders of the Company without the prior written consent of ParentAcquirer, adjourn or postpone which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to solicit and obtain from shareholders of the Company Special Meeting; provided that proxies or written consents (a) in favor of the Mergers and this Agreement, (b) waiving dissenter rights under Chapter 13 of the California Code, (c) agreeing to become bound by the indemnification provisions set forth in Article 6 of this Agreement, (d) agreeing to the appointment of the Shareholder Agent, and (e) as to the Company mayPreferred Stock, without agreeing to the prior written consent automatic conversion of Parent, adjourn or postpone the all outstanding shares of Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of Preferred Stock into shares of Company Common Stock immediately prior to obtain the Effective Time, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required to effect the Mergers (the “Written Consent”). The materials submitted to the shareholders of the Company Shareholder Approvalin respect of the Mergers shall have been subject to prior review and comment by Acquirer and shall include (a) information regarding the Company, the Company shall adjourn terms of the Mergers and this Agreement, (b) the unanimous recommendation of the board of directors of the Company Special Meeting until that the Company’s shareholders approve the First Merger and this Agreement and the transactions contemplated hereby and approve and execute such date other documents as shall may be mutually agreed upon by required to satisfy the applicable requirements of the Securities Act in connection with the issuance and sale of Acquirer Common Stock in the First Merger, (c) the conclusion of the board of directors of the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to that the terms and conditions of this Agreement shall continue to use all the First Merger are advisable, fair and reasonable best effortsto, together with its proxy solicitor, to assist and in the solicitation of proxies from best interests of, the Company’s shareholders relating and (d) such other documents as may be required to satisfy the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect requirements of the Company Special Meeting (Securities Act in connection with the “Company Record Date”), issuance and sale of Acquirer Common Stock in the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsFirst Merger.

Shareholder Approval. Within two (2) business days following execution of this Agreement, Lincoln shall deliver to each Consenting Shareholder the Merger Consent and use commercially reasonable efforts to obtain a duly executed and dated Merger Consent from all Consenting Shareholders promptly after the execution hereof. The Company agrees parties intend that those consents of Consenting Shareholders be executed and delivered to take, in accordance with applicable Law Lincoln and Phase Forward by Consenting Shareholders within two (2) business days after delivery of such consents to the Consenting Shareholders and that pursuant thereto the Consenting Shareholders irrevocably adopt and approve this Agreement and the Company Articles Merger. Lincoln shall ensure that any shareholder consents delivered by the Consenting Shareholders are obtained in compliance with and are valid and effective under section 7.04 of the Company Bylaws, all action necessary to convene as soon MBCA and Lincoln’s articles of organization and bylaws then in effect. As promptly as practicable after the Form S-4 is declared effective execution and delivery to Lincoln and Phase Forward by the Consenting Shareholders of such consents (but in no event later than forty-five (45) days after the Form S-4 is declared effectiveone business day thereafter), the Company Special Meeting Lincoln shall prepare and mail to consider and to obtain the Company every Lincoln Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality as of the foregoingrecord date (other than the Consenting Shareholders) the notices required by sections 7.04 and Part 13 of the MBCA, unless this Agreement has terminated in accordance with its terms, informing them that this Agreement and the Merger were adopted and approved by the Consenting Shareholders, describing in reasonable detail the Merger and the Merger Consents, informing them that appraisal rights are available for their Lincoln Common Stock pursuant to Part 13 of the MBCA and providing them such additional information as may be necessary for them to make an informed decision whether to exercise appraisal rights under Part 13 of the MBCA. Lincoln shall be submitted afford Phase Forward and its counsel a reasonable opportunity to review and comment upon such notices or other materials prior to such materials being delivered to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Lincoln Shareholders. Lincoln shall, through its Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted Directors, recommend to the Company or any Lincoln Shareholders the approval and adoption of its advisorsthis Agreement. The Company shall not, without Except in connection with the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions termination of this Agreement pursuant to Section 12.1, neither the Board of Directors of Lincoln nor any committee or subcommittee thereof shall continue withdraw, qualify or modify, in a manner adverse to use all reasonable best effortsPhase Forward, together with its proxy solicitor, to assist in the solicitation approval of proxies from shareholders relating such Board of Directors or such committee or subcommittee of this Agreement or the Merger or the recommendation of such Board of Directors to the Company Shareholder Approval, (B) after consultation with Parent, if Lincoln Shareholders that they approve and adopt this Agreement and the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The (a) Company agrees to take, in accordance with applicable Law Law, the applicable rules of Nasdaq and the Company Articles Certificate of Incorporation and the Company BylawsBylaws of Company, all action necessary to convene a special meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but and in no any event later than forty-five within sixty (4560) days after following the Form S-4 is declared time when the Registration Statement becomes effective), subject to extension with the Company Special Meeting consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby and any other matters required to be approved by Company’s shareholders in order to permit consummation of the transactions contemplated hereby (including any adjournment or postponement, the “Company Meeting”) and shall take all lawful action to solicit such approval by such shareholders. The Company shall use its commercially reasonable best efforts to obtain the Requisite Company Shareholder ApprovalApproval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited in compliance with the DGCL, the Certificate of Incorporation and Bylaws of the Company, and all other applicable legal requirements. Subject Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting other than a proposal relating to Sections 6.9(ban advisory vote on executive compensation as may be required under Rule 14a-21(c) and under the Exchange Act. (c)b) Except to the extent provided otherwise in Section 5.09, the Company Board shall at all times prior to and during such the Company Special Meeting recommend such approval of this Agreement by the shareholders of Company and shall use its reasonable best efforts the transactions contemplated hereby (including the Merger) and any other matters required to solicit such approval be approved by its the Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Board Recommendation”). Without limiting ) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the generality interests of the foregoing, unless this Agreement has terminated in accordance Buyer or take any other action or make any other public statement inconsistent with its terms, this Agreement such recommendation and the Merger Proxy Statement-Prospectus shall be submitted to the Company’s shareholders at include the Company Special Meeting whether Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided Meeting unless Company is advised by counsel that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or would result in a breach of the fiduciary duties of Company Board. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Articles or the Company BylawsMeeting as reasonably requested by Buyer.

Shareholder Approval. The (a) Company agrees to take, in accordance with applicable Law and the Company Articles of Incorporation and the Company BylawsBylaws of Company, all action necessary to convene a special meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but and in no any event later than forty-five within sixty (4560) days after following the Form S-4 is declared time when the Registration Statement becomes effective), subject to extension with the Company Special Meeting consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby and any other matters required to be approved by Company’s shareholders in order to permit consummation of the transactions contemplated hereby (including any adjournment or postponement, the “Company Meeting”) and shall take all lawful action to solicit such approval by such shareholders. The Company shall use its commercially reasonable efforts to obtain the Requisite Company Shareholder ApprovalApproval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited in compliance with the NCBCA, the Articles of Incorporation and Bylaws of the Company, Regulation 14A under the Exchange Act and all other applicable legal requirements. Subject Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting other than a proposal relating to Sections 6.9(ban advisory vote on executive compensation as may be required under Rule 14a-21(c) and under the Exchange Act. (c)b) Except to the extent provided otherwise in Section 5.09, the Company Board shall at all times prior to and during such the Company Special Meeting recommend such approval of this Agreement by the shareholders of Company and shall use its reasonable best efforts the transactions contemplated hereby (including the Merger) and any other matters required to solicit such approval be approved by its the Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Board Recommendation”). Without limiting ) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the generality interests of the foregoing, unless this Agreement has terminated in accordance Buyer or take any other action or make any other public statement inconsistent with its terms, this Agreement such recommendation and the Merger Proxy Statement-Prospectus shall be submitted to the Company’s shareholders at include the Company Special Meeting whether Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided Meeting unless Company is advised by counsel that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting do so would reasonably be expected to be result in a violation breach of applicable Law for the distribution fiduciary duties of any required supplement or amendment Company Board. Company shall keep Buyer updated with respect to the Proxy Statement/Prospectus, or (C) after consultation proxy solicitation results in connection with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so as reasonably requested by applicable Law or the Company Articles or the Company BylawsBuyer.

Shareholder Approval. (a) Service shall promptly, but in any event in no more than 30 days following the execution of this Agreement, prepare and file with the SEC the preliminary Proxy Statement. Service shall make the draft Proxy Statement available to Middlesex for review promptly after preparation thereof and shall give Middlesex an opportunity to comment and suggest revisions to such Proxy Statement prior to filing with the SEC. After the Proxy Statement is cleared by the SEC, Service shall mail the Proxy Statement to the holders of Service Common Stock as promptly as reasonably practicable after responding to all such comments to the satisfaction of the SEC’s staff. Service shall notify Middlesex promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Middlesex with copies of all correspondence between Service or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Mid-Tier Merger. If at any time prior to the Service Meeting, there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, Service shall promptly prepare, and, after consultation with Middlesex, mail to the holders of Service Common Stock such amendment or supplement. Middlesex shall cooperate with Service in the preparation of the Proxy Statement, any amendment or supplement thereto, and any other communication that could reasonably be deemed to be proxy solicitation materials relating to the Mid-Tier Merger (collectively, “Proxy Materials”), and shall furnish Service with all information reasonably requested by Service for inclusion in, or otherwise in respect of, the Proxy Materials. Middlesex and its counsel and advisors shall be given a reasonable opportunity to review and comment upon any Proxy Materials prior to their filing with the SEC or dissemination to the holders of the Service Common Stock. (b) Without limiting the generality of the foregoing, each of the parties shall correct promptly any information provided by it to be used specifically in the Proxy Statement, if and to the extent any such information shall be or have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the holders of Service Common Stock, in each case to the extent required by applicable law or otherwise deemed appropriate by Service. (c) The Company trustees of Service MHC, as the majority stockholder of Service, have approved this Agreement. Service agrees to take, in accordance with applicable Law law and the Company Articles Service Charter and the Company Service Bylaws, all action necessary to convene call, give notice of, convene, and hold the Service Meeting as soon as practicable after reasonably practicable; provided, however that Service shall not required to hold the Form S-4 Service Meeting prior to the Middlesex Meeting. Except with the prior approval of Middlesex, no other matters (except for routine annual meeting matters and matters required by the federal securities laws, in the event the Service Meeting is declared effective (but in no event later than forty-five (45an annual meeting) days after shall be submitted for the Form S-4 is declared effective), approval of the Company Special Meeting to consider and to obtain Service shareholders at the Company Shareholder ApprovalService Meeting. Subject to Sections 6.9(b) and (c)Section 7.7, the Company Service Board shall shall, at all times prior to and during such Company Special Meeting the Service Meeting, recommend such approval (the “Service Board Recommendation”) and shall use its take all reasonable best efforts lawful action to solicit such approval by its shareholders (and the “Company Proxy Statement shall include the Service Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated Nothing contained in accordance with its terms, this Agreement and the Merger Section 7.7 shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced affect or otherwise submitted limit the obligation of Service to the Company or any of its advisors. The Company shall notcall, without the prior written consent of Parentgive notice of, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournmentconvene, and subject to hold the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsService Meeting.

Shareholder Approval. The Company (a) DELTA agrees to take, in accordance with applicable Law law and the Company DELTA Articles and the Company DELTA Bylaws, all action necessary to convene as soon as reasonably practicable after the Form S-4 is declared effective Registration Statement becomes effective, a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by DELTA’s shareholders for consummation of the Transaction (but in including any adjournment or postponement, the “DELTA Meeting”). Except with the prior approval of F&M, no event later than forty-five other matters (45except for the election of directors and ratification of accountants) days after shall be submitted for the Form S-4 is declared effectiveapproval of the DELTA shareholders at the DELTA Meeting. Subject to Section 6.02(b), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company DELTA Board shall at all times prior to and during such Company Special Meeting meeting recommend such approval and shall use its take all reasonable best efforts lawful action to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation withdraw, modify or qualify in any manner adverse to F&M such recommendation or (y) take any Company Acquisition Proposal other action or make any other public statement in connection with the DELTA Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). (b) Notwithstanding the foregoing, DELTA and the DELTA Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) DELTA shall have been publicly proposed or announced or otherwise submitted to complied in all material respects with Section 6.07; (ii) the Company or any DELTA Board, based on advice of its advisors. The Company outside counsel, shall nothave determined in good faith that failure to do so would result in a violation of its fiduciary duties assuming the application of Delaware law; and (iii) if the DELTA Board intends to effect a Change in Recommendation following an Acquisition Proposal, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on DELTA Board shall have concluded in good faith, after giving effect to all of the adjustments which the Company Special Meeting is originally scheduledmay be offered by F&M pursuant to clause (C) below, the Company has not received proxies representing that such Acquisition Proposal constitutes a sufficient number of shares of Company Common Stock to obtain the Company Shareholder ApprovalSuperior Proposal, the Company (B) DELTA shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parentnotify F&M, which date shall not be less than at least five (5) days nor more than ten Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (10including the identity of the party making such Acquisition Proposal) days after and furnish to F&M a copy of the date of adjournmentrelevant proposed transaction agreements with the party making such Superior Proposal and all other material documents, and subject (C) prior to effecting such a Change in Recommendation, DELTA shall, and shall cause its financial and legal advisors to, during the period following DELTA’s delivery of the notice referred to in clause (B) above, negotiate with F&M in good faith for a period of up to five (5) Business Days (to the extent F&M desires to negotiate) to make such adjustments in the terms and conditions of this Agreement shall continue so that such Acquisition Proposal ceases to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be constitute a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsSuperior Proposal.

Shareholder Approval. The Company agrees agrees: (i) that, prior to takethe consummation of any Business Combination, it will submit such transaction to the Company’s stockholders for their approval (“Initial Transaction Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in accordance with applicable Law and the event that the Company Articles and does not effect a Business Combination within 24 months from the Company Bylaws, all action necessary to convene date of the Final Prospectus (or 30 months from the date of the Final Prospectus if the extended period is approved as soon as practicable after described in the Form S-4 is declared effective General Disclosure Package (but in no event later than forty-five (45) days after the Form S-4 is declared effective“Extended Period”)), the Company Special Meeting to consider and to obtain will be liquidated as described in the General Disclosure Package. At the time the Company Shareholder Approval. Subject to Sections 6.9(b) and (c)seeks approval of the Extended Period or any potential Business Combination, the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders will offer each of the holders of the Company’s Common Stock included in the Units issued in this offering (the “Company Board RecommendationIPO Shares”)) the right to convert such holder’s IPO Shares at a per share price (the “Conversion Price”) calculated as described in the General Disclosure Package. Without limiting If the generality of Company’s stockholders approve the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement Extended Period or a Business Combination and the Merger shall be submitted an amendment to the Company’s shareholders at amended and restated certificate of incorporation effecting the Company Special Meeting whether Extended Period is filed with the Secretary of State of Delaware or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notBusiness Combination is consummated, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledas applicable, the Company has will convert shares, based upon the Conversion Price, of those holders of IPO Shares who (i) affirmatively requested such conversion and (ii) who voted against the Extended Period or a Business Combination, as applicable. If holders of a majority in interest of the IPO Shares voted are not received proxies representing voted in favor of the Extended Period, holders of a sufficient number majority in interest of shares the Company’s outstanding common stock voted are not voted in favor of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or an amendment to the Proxy Statement/ProspectusCompany’s amended and restated certificate of incorporation effecting the Extended Period or holders of 40% or more of the IPO Shares vote against the Extended Period and exercise their conversion rights, or (C) after consultation with Parent, for a single period the Extended Period will not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain be approved and the Company Shareholder Approvalwill not convert such IPO Shares. Parent may require If holders of a majority in interest of the IPO Shares voted are not voted in favor of the Business Combination, holders of a majority in interest of the Company’s outstanding common stock voted are not voted in favor of an amendment to the Company’s amended and restated certificate of incorporation providing for the Company’s perpetual existence or holders of 40% or more of the IPO Shares vote against the Business Combination and exercise their conversion rights, on a cumulative basis with the public stockholders who previously exercised their conversion rights in connection with a proposal to approve the Extended Period, the Business Combination will not be approved and the Company to adjourn, delay or postpone the Company Special Meeting once for a period will not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change convert such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsIPO Shares.

Shareholder Approval. The Company (a) Wellesley agrees to take, in accordance with applicable Law law, the charter and the Company Articles and the Company Bylawsbylaws of Wellesley, all action necessary to convene as soon as practicable after a special meeting of its shareholders to consider and vote upon the Form S-4 is declared effective approval of this Agreement and any other matters required to be approved by Wellesley’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (but in no event later than forty-five including any adjournment or postponement, the “Wellesley Meeting”) and, subject to Section 5.05 and Section 5.11, shall take all lawful action to solicit such approval by such shareholders. Wellesley agrees to use its best efforts to convene the Wellesley Meeting within forty (4540) days after the Form S-4 is declared effective)initial mailing of the Joint Proxy Statement/Prospectus to shareholders of Wellesley. Except with the prior approval of Cambridge, no other matters shall be submitted for the Company Special Meeting to consider and to obtain approval of Wellesley shareholders at the Company Shareholder ApprovalWellesley Meeting. Subject to Sections 6.9(b) and (c), the Company The Wellesley Board shall at all times prior to and during such Company Special the Wellesley Meeting recommend such approval adoption of this Agreement by the shareholders of Wellesley (the “Wellesley Recommendation”) and shall use not withhold, withdraw, amend or modify such recommendation in any manner adverse to Cambridge or take any other action or make any other public statement inconsistent with such recommendation, except as and to the extent expressly permitted by Section 5.11. (b) Cambridge agrees to take, in accordance with applicable law, the charter and bylaws of Cambridge, all action necessary to convene a special meeting of its reasonable best efforts shareholders to consider and vote upon the approval of this Agreement, the issuance of shares of Cambridge Stock in connection with the Merger, and any other matters required to be approved by Cambridge’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “Cambridge Meeting”) and, subject to Section 5.05, shall take all lawful action to solicit such approval by such shareholders. Cambridge agrees to use its shareholders best efforts to convene the Cambridge Meeting within forty (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (1040) days after the date initial mailing of adjournmentthe Joint Proxy Statement/Prospectus to shareholders of Cambridge. Except with the prior approval of Wellesley, no other matters shall be submitted for the approval of Cambridge shareholders at the Cambridge Meeting. The Cambridge Board shall at all times prior to and subject to during the terms and conditions Cambridge Meeting recommend adoption of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in by the solicitation shareholders of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company Cambridge and shall not change withhold, withdraw, amend or modify such Company Record Date recommendation in any manner adverse to Wellesley or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law take any other action or the Company Articles or the Company Bylawsmake any other public statement inconsistent with such recommendation.

Shareholder Approval. (a) The Company agrees to takeshall call and hold a meeting of the shareholders of the Company for the purpose of voting upon the approval of this Agreement, in accordance with applicable Law the Merger and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval other transactions contemplated by its shareholders this Agreement (the “Company Board RecommendationShareholders’ Meeting”). Without limiting The Company Shareholders’ Meeting shall be held as promptly as practicable following the generality earliest of the foregoingdate on which the SEC staff advises the Company that it has no further comments on the Proxy Statement and the Schedule 13e-3 or that it is not reviewing the Proxy Statement and the Schedule 13e-3. The date of the Company Shareholders’ Meeting and the record date therefor shall be set in consultation with EMCC. The Company shall not postpone or adjourn the Company Shareholders’ Meeting, except to the extent required by applicable Law or as requested by EMCC pursuant to the following sentence to permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the Company. If, prior to the Company Shareholders’ Meeting, there has not been a sufficient number of proxies submitted to constitute the Required Shareholder Vote, the Company shall, at EMCC’s written request and expense, postpone or adjourn the Company Shareholders’ Meeting one time and for no longer than 30 days. Each party shall keep the other parties reasonably updated with respect to proxy solicitation results. Notwithstanding any provision of this Agreement to the contrary, unless this Agreement has shall have been terminated prior to the date of the Company Shareholders’ Meeting in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at obligation of the Company Special Meeting whether or not (x) to call, give notice of, convene and hold the Company Board Shareholders’ Meeting in accordance with this Section 5.3 shall have effected a Company Adverse Change not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of Recommendation or (y) any Company Acquisition Proposal or by the making of an Adverse Company Recommendation. (b) EMCC shall have been publicly proposed vote, or announced or otherwise submitted cause to the Company be voted, any shares of Common Stock beneficially owned by it or any of its advisors. The Company shall notAffiliates or with respect to which it has the power (by agreement, without proxy or otherwise) to cause to be voted, in favor of the prior written consent approval of Parentthis Agreement, adjourn or postpone the Merger and the other transactions contemplated hereby at the Company Special Meeting; provided Shareholders’ Meeting and at all adjournments or postponements thereof and against any other action or agreement that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation (A) result in any of applicable Law for the distribution of any required supplement or amendment conditions to the Proxy Statement/Prospectusconsummation of the Merger under this Agreement not being fulfilled, or (CB) after consultation impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by this Agreement; provided, however, that, if the Special Committee has made an Adverse Company Recommendation in accordance with Parentthis Agreement that has not been rescinded or otherwise withdrawn, for then EMCC may, but shall not be required to, vote in favor of the approval of this Agreement. With respect to such shares, EMCC agrees that any action to approve this Agreement, the Merger or the other transactions contemplated hereby shall be made only at a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect duly convened meeting of shareholders of the Company Special Meeting (the “Company Record Date”)for such purpose and that EMCC shall not act by written consent in lieu of a meeting to approve this Agreement, the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law Merger or the Company Articles other transactions contemplated hereby. (c) During the period commencing upon the execution and delivery of this Agreement and ending at the Effective Time, EMCC shall not, and shall cause its Affiliates not to, sell, assign, encumber or otherwise transfer any shares of Common Stock owned of record or beneficially by EMCC or such Affiliate, as applicable, other than encumbrances granted in the Company Bylawsordinary course of business consistent with past practices so long as no such encumbrances granted in the ordinary course shall restrain EMCC from voting any shares of Common Stock as required under this Agreement.

Shareholder Approval. The Company (a) ESSA agrees to take, in accordance with applicable Law law and the Company Articles of Incorporation and the Company BylawsBylaws of ESSA, all action necessary to convene as soon as practicable after a special meeting of its shareholders to consider and vote upon the Form S-4 is declared effective approval of this Agreement and any other matters required to be approved by ESSA’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (but in no event later than forty-five including any adjournment or postponement, the “ESSA Meeting”) and, subject to Section 5.05 and Section 5.11, shall take all lawful action to solicit such approval by such shareholders. ESSA agrees to use its best efforts to convene the ESSA Meeting within forty (4540) days after the Form S-4 is declared effective)initial mailing of the Joint Proxy Statement/Prospectus to shareholders of ESSA. Except with the prior approval of CNB, no other matters shall be submitted for the Company Special Meeting to consider and to obtain approval of ESSA shareholders at the Company Shareholder ApprovalESSA Meeting. Subject to Sections 6.9(b) and (c), the Company The ESSA Board shall at all times prior to and during such Company Special the ESSA Meeting recommend such approval adoption of this Agreement by the shareholders of ESSA (the “ESSA Recommendation”) and shall use not withhold, withdraw, amend or modify such recommendation in any manner adverse to CNB or take any other action or make any other public statement inconsistent with such recommendation, except as and to the extent expressly permitted by Section 5.11. (b) CNB agrees to take, in accordance with applicable law and the Third Amended and Restated Articles of Incorporation and the Third Amended and Restated Bylaws of CNB, all action necessary to convene a special meeting of its reasonable best efforts shareholders to consider and vote upon the approval of CNB Share Issuance and any other matters required to be approved by CNB’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “CNB Meeting”) and, subject to Section 5.05, shall take all lawful action to solicit such approval by such shareholders. CNB agrees to use its shareholders best efforts to convene the CNB Meeting within forty (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (1040) days after the date initial mailing of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/ProspectusProspectus to shareholders of CNB. Except with the prior approval of ESSA, or (C) after consultation with Parent, no other matters shall be submitted for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approvalapproval of CNB shareholders at the CNB Meeting. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but The CNB Board shall at all times prior to and during the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect CNB Meeting recommend approval of the Company Special Meeting (CNB Share Issuance by the “Company Record Date”), the Company shareholders of CNB and shall not change withhold, withdraw, amend or modify such Company Record Date recommendation in any manner adverse to ESSA or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law take any other action or the Company Articles or the Company Bylawsmake any other public statement inconsistent with such recommendation.

Shareholder Approval. The Company agrees (a) Parent will (i) call a meeting of its shareholders (the "Meeting") for the purpose of voting upon adoption and authorization of the Merger and approve the issuance of the Parent Common Stock and, if necessary, to take, in accordance with applicable Law and approve an amendment to the Parent Stock Option Plan to increase the number of shares of Parent Common Stock reserved for issuance upon exercise of stock options granted thereunder to the Shareholders of the Company Articles and (collectively, the Company Bylaws"Matters"), all action necessary to convene (ii) hold the Meeting as soon as practicable after following the Form S-4 is declared effective date of this Agreement, (but in no event later than forty-five iii) recommend to its shareholders the approval of each of the Matters through its Board of Directors, and (45iv) days after the Form S-4 is declared effective), the Company Special Meeting to consider and use its best efforts to obtain the Company Shareholder Approval. Subject to Sections 6.9(bnecessary adoption and authorization of this Agreement by the shareholders of Parent. (b) Parent will (i) as soon as practicable following the date of this Agreement, prepare in correct and appropriate form and file with the SEC a preliminary Proxy Statement and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall ii) use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality respond to any comments of the foregoing, unless this Agreement has terminated in accordance with SEC or its terms, this Agreement staff and to cause the Proxy Statement to be cleared by the SEC. The Company and the Merger Shareholders shall supply to Parent on a timely basis in connection with the preparation of the Proxy Statement all financial and other information necessary to be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted included therein with respect to the Company and the Shareholders. Parent will notify the Company of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the Company with copies of all correspondence between Parent or any of its advisorsrepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Parent shall give the Company and its counsel the opportunity to review the Proxy Statement prior to being filed with the SEC and shall notgive the Company and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, without or sent to, the prior written consent SEC. Each of Parent and the Company agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, Parent shall mail the Proxy Statement to the stockholders of Parent. (c) Each party agrees to notify the other of, adjourn and to correct, any information contained in the Proxy Statement furnished by such party to the other for inclusion therein, which information shall be, at the time of furnishing, or postpone become, prior to the Meeting, false or misleading in any material respect. If at any time prior to the Meeting or any adjournment thereof there shall occur any event that should be set forth in an amendment to Proxy Statement, Parent will prepare and mail to its stockholders such an amendment or supplement. (d) During the period from the date of this Agreement to the date of Closing, Parent will file all reports, schedules and definitive proxy statements (including the Proxy Statement) (the "Parent Filings") required to be filed by Parent with the SEC and will provide copies thereof to the Company Special Meeting; provided promptly upon the filing thereof. (e) Each Shareholder acknowledges and agrees that the Company mayby signing this Agreement, without the prior written consent he has voted all of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of his shares of Company Common Stock to obtain in favor of the Company Shareholder Approvalapproval of this Agreement, the Company shall adjourn Merger and all aspects of the Company Special Meeting until transactions contemplated hereby, that such date as shall be mutually agreed upon by the Company approval is irrevocable and Parent, which date shall cannot be less than five rescinded and that each such Shareholder irrevocably agrees that he shall vote or cause to be voted (5in person or by proxy) days nor more than ten (10) days after the date all of adjournment, his shares of Company Common Stock at each meeting in which such matters are considered and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist a vote in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution favor of any required supplement or amendment to such other matters that come before the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain Meeting concerning the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”)Agreement, the Company shall not change such Company Record Date or establish a different Company Record Date for Merger and the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawstransactions contemplated thereby.

Shareholder Approval. The Company agrees shall submit this Agreement, the Agreement of Merger and the transactions contemplated hereby to take, in accordance with applicable its shareholders for approval and adoption as provided by Florida Law and the Company Articles articles of incorporation and bylaws of the Company Bylawswithin five days of the date hereof. Such submission, all action necessary to convene as soon as practicable after and any proxy or consent in connection therewith, (i) shall include a solicitation of the Form S-4 is declared effective approval of the holders of Company Common Stock and (but in no event later than forty-five (45ii) days after shall specify that adoption of this Agreement and approval of the Form S-4 is declared effective), Merger shall constitute approval by the Company Special Meeting to consider Shareholders of the appointment of ▇▇▇▇▇ ▇▇▇▇▇ as Securityholder Agent, under and as defined in this Agreement. The Company shall use its commercially reasonable efforts to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), consent of the Company Board shall at all times prior Shareholders sufficient to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (i) approve the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its termsMerger, this Agreement and the Merger shall be submitted to transactions contemplated hereby, (ii) constitute a majority of the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of outstanding shares of Company Common Stock and Company Preferred Stock, voting together, (iii) constitute a majority of the outstanding shares of Company Common Stock, and (iv) enable the Closing to obtain the Company Shareholder Approvaloccur as promptly as practicable. In addition, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any payments of stock contemplated by this Agreement that Parent determines may constitute "parachute payments" pursuant to Section 280G of 36 the Code, which date such that all such payments resulting from the transactions contemplated hereby shall not be less than five deemed to be "parachute payments" pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (5ii) days nor more than ten deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Shareholder approval has not been obtained with respect to any payment of stock that may be deemed to constitute a "parachute payment" within the meaning of Section 280G of the Code and, as a consequence, that such "parachute payment" shall not be made or provided. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and affairs as may be required or appropriate in the disclosure materials submitted to the Company Shareholders (10the "Soliciting Materials") days after and to cause its representatives to cooperate with the date other's representatives in the preparation of adjournment, and the Soliciting Materials. The Soliciting Materials submitted to the Company Shareholders shall be subject to the review and approval by Parent (and include information regarding the Company, the terms of the Merger and conditions of this Agreement shall continue to use all reasonable best effortsand the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement, together with its proxy solicitor, to assist and the transactions contemplated hereby). The Company warrants that none of the information contained in the solicitation of proxies from shareholders relating any documents mailed or delivered to the Company Shareholder ApprovalShareholders in connection with soliciting their consent to this Agreement or the Merger, (B) after consultation including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent in writing specifically for inclusion or incorporation by reference in any of the Soliciting Materials. Parent warrants that none of the information supplied by Parent in writing for inclusion in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement and the Merger, including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing, if at any time prior to the failure to adjourn or postpone Effective Time either the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution or Parent shall obtain knowledge of any required facts that would make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make the statements contained or amendment incorporated by reference therein not misleading or to the Proxy Statement/Prospectuscomply with applicable Law. The Company agrees to arrange for, or at Parent's expense (C) after consultation with Parent, for a single period not to exceed ten (10$5,000), a Purchaser Representative who shall have such knowledge and experience in financial and business matters that the Purchaser Representative is capable of evaluating the merits and risks of an investment in the Parent Common Stock, and who shall otherwise satisfy the requirements of Rule 501(h) Business Daysunder the Securities Act, to solicit additional proxies if necessary to obtain act as "purchaser representative" within the Company Shareholder Approval. Parent may require meaning of Rule 501(h) under the Company to adjournSecurities Act, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect certain of the Company Special Meeting (Shareholders in connection with the “Merger. The Purchaser Representative shall be available at reasonable times to meet with Company Record Date”), Shareholders to discuss with them the Company shall not change such Company Record Date or establish a different Company Record Date for merits and risks of the Company Special Meeting without investment in Parent Common Stock pursuant to the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The Company agrees Board shall take all lawful action to take, in accordance with applicable Law (i) cause a special meeting of its shareholders (the “Company Shareholder Meeting”) to be duly called and the Company Articles and the Company Bylaws, all action necessary to convene held as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after date hereof for the Form S-4 is declared effective)purpose of voting on the approval and adoption of this Agreement, the other Transaction Documents and the Amendment and the election to the Company Special Meeting to consider Board, effective as of the Closing Date, of the initial Elixir Nominees and (ii) solicit proxies from its shareholders to obtain the required vote for the approval and adoption of this Agreement, the other Transaction Documents and the Amendment, the issuance of the Shares and New Warrants and the election to the Company Shareholder ApprovalBoard, effective as of the Closing Date, of the initial Elixir Nominees and any action necessary or desirable to effectuate the transactions contemplated herein. Subject The Proxy Statement shall include a statement that the Company Board recommends that the shareholders of the Company adopt this Agreement and the other Transaction Documents and thereby approve the issuance of the Shares and the New Warrants and the transactions contemplated hereby and that the shareholders of the Company approve the Amendment and the election to Sections 6.9(b) the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and (c), the Company Board shall at take all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts lawful action (including the solicitation of proxies) to solicit such approval by its shareholders (adoption and approval; provided, however, that the “Company Board Recommendation”). Without limiting may, at any time prior to the generality time of the foregoingCompany Shareholder Meeting, unless this Agreement has terminated withdraw, modify or change any such recommendation to the extent that the Company Board determines in accordance good faith, after receiving written advice from outside legal counsel, that such recommendation would not be consistent with its terms, this Agreement and the Merger shall be submitted fiduciary duties to the Company’s shareholders at under applicable Legal Requirements (a “Fiduciary Exception”). At any such Company Shareholder Meeting, each of J▇▇ ▇▇▇▇▇▇ and M▇▇▇ ▇▇▇▇▇▇▇ shall vote all shares over which they have voting control (including, with respect to M▇. ▇▇▇▇▇▇▇, any shares over which M▇. ▇▇▇▇▇▇▇ exercises sole voting control pursuant to that certain voting trust agreement dated August 28, 2006, by and among M▇. ▇▇▇▇▇▇▇, Triage Offshore Fund, Ltd., Triage Capital Management B LP, Triage Capital Management LP and Periscope Partners LP) in favor of the approval and adoption of this Agreement and the other Transaction Documents, the Amendment, the issuance of the Shares and the New Warrants and the election to the Company Special Meeting whether Board, effective as of the Closing Date, of the initial Elixir Nominees and any action necessary or desirable to effectuate the transactions contemplated herein and therein. M▇. ▇▇▇▇▇▇ and M▇. ▇▇▇▇▇▇▇ further agree to (i) execute an irrevocable voting agreement, in form and substance reasonably satisfactory to Elixir, with respect to the foregoing and (ii) not (x) to sell, transfer, assign, pledge or dispose of any shares of Common Stock or Common Stock Equivalents, prior to the Company Board shall have effected a Company Adverse Change of Recommendation or Closing except that (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted M▇. ▇▇▇▇▇▇▇ may sell up to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of 375,000 shares of Company Common Stock to obtain resulting from the Company Shareholder Approvalexercise of stock options currently held by M▇. ▇▇▇▇▇▇▇, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parentfor personal financial reasons, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, hereof and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the Closing and (z) M▇. ▇▇▇▇▇▇ may sell up to 150,000 shares of Common Stock of the Phileo Foundation, of which M▇. ▇▇▇▇▇▇ is trustee and up to 500,000 shares of Common Stock for his own account after the date that is two (2) Business Days hereof and prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsClosing.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon (a) As promptly as practicable after the Form S-4 is declared effective Effective Date, the Borrower shall take all action necessary under applicable Requirements of Law to call, give notice of, convene and hold a meeting of the shareholders of the Borrower for the purpose of obtaining the Shareholder Approval (but in the “Borrower Shareholders’ Meeting”). The Borrower will convene and hold the Borrower Shareholders’ Meeting no event later than forty-five the thirtieth (4530th) days after day following the Form S-4 mailing of the Proxy Statement to the Borrower’s shareholders. The Borrower shall take reasonable measures to ensure that all proxies solicited in connection with the Borrower Shareholders’ Meeting are solicited in compliance with all applicable Requirements of Law. Notwithstanding anything to the contrary contained herein, if on the date of the Borrower Shareholders’ Meeting, or a date preceding the date on which the Borrower Shareholders’ Meeting is declared effective)scheduled, the Company Special Meeting to consider and Borrower reasonably believes that (i) it will not receive proxies sufficient to obtain the Company Shareholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Borrower Shareholders’ Meeting, the Borrower may postpone or adjourn, or make one or more successive postponements or adjournments of, the Borrower Shareholders’ Meeting as long as the date of the Borrower Shareholders’ Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments. (b) As promptly as reasonably practicable after the Effective Date, the Borrower shall prepare and file with the SEC a preliminary proxy statement (as amended and supplemented, the “Proxy Statement”), relating to the Borrower Shareholders’ Meeting. The Borrower shall include in the Proxy Statement the recommendation of the Board of Directors of the Borrower that the shareholders of the Borrower vote in favor of the adoption and approval of such matters as may be required to convey Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and The Borrower shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, including using commercially reasonable best efforts to solicit proxies from the Company Borrower’s shareholders. The Borrower will cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the 1934 Act and the rules of the SEC and NYSE American. The Borrower shall adjourn resolve all SEC comments with respect to the Company Special Meeting until such date Proxy Statement as shall promptly as practicable after receipt thereof and cause the Proxy Statement in definitive form to be mutually agreed upon cleared by the Company SEC and Parent, which date shall not be less than five mailed (5if required by applicable Requirements of Law) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue Borrower’s shareholders as promptly as reasonably practicable following filing with the SEC. The Borrower, prior to use all reasonable best efforts, together responding to SEC comments with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment respect to the Proxy Statement/Prospectus, will first provide the Lender and its Representatives a reasonable opportunity to review and comment thereon, and the Borrower will give due consideration to all reasonable additions, deletions or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain changes suggested thereto by the Company Shareholder Approval. Parent may require the Company to adjourn, delay Lender or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsits Representatives.

Shareholder Approval. The Following the date that the Registration Statement is declared effective by the SEC, Company agrees to shall take, in accordance with applicable Law and the Company Articles articles of incorporation and the Company Bylawsbylaws of Company, all action necessary to convene a special meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”) and shall take all lawful action to solicit such approval by such shareholders. Company shall use its commercially reasonable efforts to obtain the Requisite Company Shareholder Approval. Subject Approval to Sections 6.9(b) consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted (cand that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA), in accordance with the articles of incorporation and bylaws of Company, and all other applicable legal requirements. Except with the prior approval of Purchaser, other than the items noted above, no other matters shall be submitted for the approval of Company shareholders at the Company Board Meeting. Except to the extent provided otherwise in Section 5.09, the board of directors of Company shall at all times prior to and during such the Company Special Meeting recommend such approval of this Agreement by the shareholders of Company and shall use its reasonable best efforts the transactions contemplated hereby (including the Merger) and any other matters required to solicit such approval be approved by its Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Board Recommendation”). Without limiting , and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the generality interests of the foregoingPurchaser or take any other action or make any other public statement inconsistent with such recommendation, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger Proxy Statement-Prospectus shall be submitted to the Company’s shareholders at include the Company Special Meeting whether Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided Meeting unless Company is advised by counsel that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or would result in a breach of the fiduciary duties of the board of directors of Company. Company shall keep Purchaser updated with respect to the proxy solicitation results in connection with the Company Articles or the Company BylawsMeeting as reasonably requested by Purchaser.

Shareholder Approval. The Company agrees (a) Purchaser shall, as promptly as reasonably practicable, duly call and give notice of a meeting of its shareholders to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene be held as soon promptly as practicable after for the Form S-4 is declared effective purpose of obtaining the Shareholder Approval (but in no event later than forty-five (45) days after the Form S-4 is declared effective)including any adjournments or postponements thereof, the Company Special Meeting "Shareholders Meeting"). The Board of Directors of Purchaser shall recommend to consider and to obtain Purchaser's shareholders that they approve the Company matters contemplated by the Shareholder Approval. Subject to Sections 6.9(b) and (c)As soon as reasonably practicable following the date of this Agreement, the Company Board Purchaser shall at all times prior prepare and file with the SEC a proxy or information statement relating to and during such Company Special Meeting recommend such approval and the Shareholder Approval (the "Proxy Statement") in preliminary and, promptly thereafter, definitive form. The Purchaser shall use its reasonable best efforts to solicit such approval by its cause the Proxy Statement to be mailed to the Purchaser's shareholders (the “Company Board Recommendation”). Without limiting the generality as promptly as practicable after completion of the foregoing, unless this Agreement has terminated definitive Proxy Statement. Purchaser shall also take any action (other than qualifying to do business in accordance any jurisdiction in which it is not now so qualified) required to be taken under any applicable state laws in connection with its terms, issuance of the Convertible Preferred Stock and the Common Stock into which such Convertible Preferred Stock is convertible and the warrants issuable pursuant to this Agreement and the Merger shall Common Stock for which such warrants are exercisable, including any actions required to be submitted taken under Florida law to ensure that there exist no restrictions upon the voting or other rights of the Convertible Preferred Stock or the Common Stock into which such Convertible Preferred Stock is convertible and the warrants issuable pursuant to this Agreement and the Common Stock for which such warrants are exercisable, and in connection with the Shareholder Approval. (b) Conopco hereby (i) consents to the Company’s shareholders at use of its name and, on behalf of its Subsidiaries and Affiliates, the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change names of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted such Subsidiaries and Affiliates, and to the Company or any inclusion of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company financial statements and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject business information relating to the terms and conditions of this Agreement shall continue Business (in each case, to the extent required by applicable securities laws), in the Proxy Statement filed with the SEC in connection with the Shareholders Meeting, (ii) agrees to use all reasonable best effortsefforts to obtain the written consent of any person or entity retained by it which may be required to be named (as an expert or otherwise) in such Proxy Statement, together and (iii) agrees to cooperate fully, and agrees to use all reasonable efforts to cause its Subsidiaries and Affiliates to cooperate fully, with its proxy solicitorany legal counsel, to assist accountant or other agent or representative retained by any of the parties specified in clause (i) above or Purchaser in connection with the solicitation preparation of proxies from shareholders relating to the Company Shareholder Approvalany and all information required, (B) as determined after consultation with Parenteach party's counsel, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of disclosed by applicable Law for the distribution of any required supplement or amendment to securities laws in the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. (a) The Company agrees shall submit this Agreement, the California Agreement of Merger and the transactions contemplated hereby to take, in accordance with applicable its shareholders for approval and adoption as provided by California Law and the Company Articles articles of incorporation and bylaws of the Company Bylawswithin five days of the date hereof. Such submission, all action necessary to convene as soon as practicable after and any proxy or consent in connection therewith, (i) shall include a solicitation of the Form S-4 is declared effective (but in no event later than forty-five (45) days after approval of the Form S-4 is declared effective)holders of Company Common Stock, the Company Special Meeting Preferred Stock and the Series B Preferred Stock of the Company, each voting separately as a class and (ii) shall specify that adoption of this Agreement and approval of the Merger shall constitute approval by the Company Shareholders of: (A) the escrow and indemnification obligations of the Company Shareholders set forth in Article 7 hereof and the deposit of the Merger Consideration equal to consider the Escrow Amount into the Escrow Fund and (B) in favor of the appointment of Jordan Libit as Securityholder Agent, under and as defined in this Agreement. The Company shall use its commercially reasonable efforts to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), consent of the Company Board shall at all times prior Shareholders sufficient to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (i) approve the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its termsMerger, this Agreement and the Merger shall be submitted to transactions contemplated hereby, (ii) constitute a majority of the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of outstanding shares of Company Common Stock to obtain and Company Preferred Stock, voting together, (iii) constitute a majority of the outstanding shares of Company Common Stock, (iv) constitute at least a majority of the outstanding shares of Company Preferred Stock, (v) constitute at least a majority of the outstanding shares of Series B Preferred Stock of the Company Shareholder Approvaland (vi) enable the Closing to occur as promptly as practicable. In addition, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any payments of cash or stock contemplated by this Agreement that Parent determines may constitute “parachute payments” pursuant to Section 280G of the Code, which date such that all such payments resulting from the transactions contemplated hereby shall not be less than five deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (5ii) days nor more than ten deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Shareholder approval has not been obtained with respect to any payment of cash or stock that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code and, as a consequence, that such “parachute payment” shall not be made or provided. The Company shall deliver to Parent, concurrently with the execution of this Agreement, executed Voting Agreements from holders with beneficial ownership of at least (10i) days after a majority of the outstanding shares of Company Preferred Stock, (ii) a majority of the outstanding shares of Series B Preferred Stock of the Company and (iii) 90% of the outstanding shares of Company Common Stock, each as of the date hereof. (b) Each of adjournment, Parent and the Company agrees to provide promptly to the other such information concerning its business and affairs as may be required or appropriate in the disclosure materials submitted to the Company Shareholders (the “Soliciting Materials”) and to cause its representatives to cooperate with the other’s representatives in the preparation of the Soliciting Materials. The Soliciting Materials submitted to the Company Shareholders shall be subject to the review and approval by Parent (and include information regarding the Company, the terms of the Merger and conditions of this Agreement shall continue to use all reasonable best effortsand the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement, together with its proxy solicitor, to assist and the transactions contemplated hereby). The Company warrants that none of the information contained in the solicitation of proxies from shareholders relating any documents mailed or delivered to the Company Shareholder ApprovalShareholders in connection with soliciting their consent to this Agreement or the Merger, (B) after consultation including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent in writing specifically for inclusion or incorporation by reference in any of the Soliciting Materials. Parent warrants that none of the information supplied by Parent in writing for inclusion in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement and the Merger, including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing, if at any time prior to the failure to adjourn or postpone Effective Time either the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution or Parent shall obtain knowledge of any required facts that would make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make the statements contained or amendment incorporated by reference therein not misleading or to the Proxy Statement/Prospectuscomply with applicable Law. (c) The Company agrees to arrange for, or at Parent’s expense (C) after consultation with Parent, for a single period not to exceed ten (10$20,000), a Purchaser Representative who shall have such knowledge and experience in financial and business matters that the Purchaser Representative is capable of evaluating the merits and risks of an investment in the Parent Common Stock, and who shall otherwise satisfy the requirements of Rule 501(h) Business Daysunder the Securities Act, to solicit additional proxies if necessary to obtain act as “purchaser representative” within the Company Shareholder Approval. Parent may require meaning of Rule 501(h) under the Company to adjournSecurities Act and as “professional advisor” (as such term is defined in Regulation 260.102.12(g) promulgated by the Commissioner of Corporations of the State of California under the California Corporate Securities Law of 1968, delay or postpone as amended (the Company Special Meeting once “California Securities Act”), for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect certain of the Company Special Meeting (Shareholders in connection with the “Merger. The Purchaser Representative shall be available at reasonable times to meet with Company Record Date”), Shareholders to discuss with them the Company shall not change such Company Record Date or establish a different Company Record Date for merits and risks of the Company Special Meeting without investment in Parent Common Stock pursuant to the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The Company agrees a) Promptly following the date of this Agreement and in any event prior to First Effective Time, each Equity Holder shall take, in accordance with applicable Law or cause to be taken, any and the Company Articles and the Company Bylaws, all action necessary or advisable for such Equity Holder to convene approve, in his or her capacity as soon as practicable after a shareholder of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)Company, the Company Special Meeting to consider and to obtain transactions contemplated by the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders Business Combination Agreement (the “Company Board RecommendationApproval”). . b) Promptly following the Pre-Closing Exchange and prior to the First Effective Time, each Equity Holder shall take, or cause to be taken, any and all action necessary or advisable for such Equity Holder to approve, in his or her capacity as a shareholder of Newco, the Second Merger and the other transactions contemplated by the Business Combination Agreement (the “Newco Approval” and together with the Company Approval, the “Corporate Approvals”). c) Without limiting the generality generality, and in furtherance, of the foregoing, unless during the term of this Agreement, for purposes of the Corporate Approvals, each Equity Holder, on its own behalf and on behalf of any wholly owned subsidiary, as applicable, hereby agrees to be present for any meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Equity Interests and ordinary shares of Newco (“Shares”) (i) in favor of, and to adopt, the Business Combination Agreement, the Transaction Agreements and the transactions contemplated thereby, (ii) in favor of the other matters set forth in the Business Combination Agreement, the Transaction Documents and the transactions contemplated thereby to the extent required for the Company and Newco to carry out their respective obligations thereunder, and (iii) in opposition to: (A) any Company Business Combination and any and all other proposals (1) that could reasonably be expected to delay or impair the ability of the Company to consummate the transactions contemplated by the Business Combination Agreement has terminated or any Transaction Agreement or (2) which are in accordance competition with its termsor materially inconsistent with the Business Combination Agreement, this any Transaction Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation transactions contemplated thereby or (yB) any Company Acquisition Proposal shall have been publicly proposed other action, proposal, transaction or announced or otherwise submitted to agreement involving the Company or any of its advisors. The Company shall notsubsidiaries that is intended, without or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon transactions contemplated by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Business Combination Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting any Transaction Agreement or would reasonably be expected to be a violation of applicable Law for the distribution result in (y) any breach of any required supplement representation, warranty, covenant, obligation or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect agreement of the Company Special Meeting in the Business Combination Agreement or any Transaction Agreement or (z) any of the “Company Record Date”)conditions to the Company’s obligations under the Business Combination Agreement or any Transaction Agreement not being fulfilled. d) Each Equity Holder agrees not to deposit, and to cause its affiliates not to deposit, any Equity Interests or Shares in a voting trust or subject any Equity Interests or Shares to any arrangement or agreement with respect to the Company shall not change voting of such Company Record Date Equity Interests or establish a different Company Record Date for the Company Special Meeting without the prior written consent of ParentShares, unless required specifically requested to do so by applicable Law the SPAC and the Company in connection with the Business Combination Agreement, the Transaction Agreements or the Company Articles transactions contemplated thereby. e) Each Equity Holder agrees (i) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Legal Requirements at any time with respect to the Second Merger, the Pre-Closing Exchange, the Agreement, the other Transaction Agreements and the transactions contemplated thereby and (ii) not to commence or participate in any claim, derivative or otherwise, against the Company, Newco, SPAC, New PubCo or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Business Combination Agreement or the consummation of the Mergers, the Pre-Closing Exchange or the other transactions contemplated thereby, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a breach of any fiduciary duty of the board of directors or similar governing body of the Company Bylawsor New PubCo in connection with the Second Merger, the Pre-Closing Exchange, the Agreement, the other Transaction Agreements and the transactions contemplated thereby. For the avoidance of doubt, this paragraph shall not apply, or be construed to apply, to in respect of an Equity Holder’s rights or obligations under the Shareholders Agreement or the A&R Registration Rights Agreement.

Shareholder Approval. The To the extent required by the rules and regulations of the Principal Market, the Company agrees shall provide each shareholder entitled to takevote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which shall be called and held not later than one hundred eighty (180) days after the Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, in the form which has been previously reviewed by the Holder and its counsel, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions providing for the Company’s issuance of all of the Securities as described in the Exchange Documents in accordance with applicable Law law and the rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval” and the date of such Shareholder Approval shall be referred to as the “Shareholder Approval Date”), and the Company Articles shall use its commercially reasonable efforts to solicit its shareholders’ approval of such resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company Bylawsto recommend to the shareholders that they approve such resolutions. If the Company shall be obligated to seek to obtain the Shareholder Approval, all action necessary then it shall do so by the Shareholder Meeting Deadline. If, despite the Company’s commercially reasonable efforts the Shareholder Approval is not obtained on or prior to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)Shareholder Meeting Deadline, the Company Special shall cause an additional Shareholder Meeting to consider be held each semi-annual period thereafter until such Shareholder Approval is obtained or until such Shareholder Approval is no longer required under the rules and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality regulations of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and Principal Market or is no longer required to eliminate restrictions on the Merger shall be submitted issuance of Common Shares pursuant to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors2008 Warrants. The Company shall not, without not directly or indirectly take any action which would result in a Dilutive Issuance (as defined in the Warrant) below the Floor Price (as defined in the Warrant) prior written consent of Parent, adjourn or postpone to the Shareholder Approval Date. The Company Special Meeting; provided agrees that any such action and resulting Dilutive Issuance shall be null and void and that the Holder would be irreparably harmed to the extent that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until takes any such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsaction.

Shareholder Approval. The Company (a) CBBC agrees to take, in accordance with applicable Law law, the Restated Certificate of Incorporation of CBBC and the Company Articles and the Company BylawsBylaws of CBBC, all action necessary to convene as soon as practicable a special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBBC’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “CBBC Meeting”) and, subject to Section 5.08, shall take all lawful action to solicit such approval by such shareholders. CBBC agrees to use its best efforts to convene the CBBC Meeting within thirty-five (35) days after the Form S-4 is declared effective (but initial mailing of the Joint Proxy Statement/Prospectus to shareholders of CBBC pursuant to Section 5.08, and in no any event later than shall convene the CBBC Meeting within forty-five (45) days after such mailing. Except with the Form S-4 is declared effective)prior approval of SBBX, no other matters shall be submitted for the Company Special Meeting to consider and to obtain approval of CBBC shareholders at the Company Shareholder ApprovalCBBC Meeting. Subject to Sections 6.9(b) and (c), the Company The CBBC Board shall at all times prior to and during such Company Special the CBBC Meeting recommend such approval adoption of this Agreement by the shareholders of CBBC and shall use its reasonable best efforts not withhold, withdraw, amend or modify such recommendation in any manner adverse to solicit SBBX or take any other action or make any other public statement inconsistent with such approval recommendation, except as and to the extent expressly permitted by its shareholders Section 5.11 (the a “Company Board Change in Recommendation”). Without limiting the generality of the foregoingNotwithstanding any Change in Recommendation, unless this Agreement has been terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Companyshareholders of CBBC for their approval at the CBBC Meeting and nothing contained herein shall be deemed to relieve CBBC of such obligation. (b) SBBX agrees to take, in accordance with applicable law, the Restated Certificate of Incorporation of SBBX and the Amended and Restated Bylaws of SBBX, all action necessary to convene a special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by SBBX’s shareholders at in order to permit consummation of the Company Special Meeting whether transactions contemplated by this Agreement (including any adjournment or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledpostponement, the Company has not received proxies representing a sufficient number of shares of Company Common Stock “SBBX Meeting”) and, subject to obtain Section 5.08, shall take all lawful action to solicit such approval by such shareholders. SBBX agrees to use its best efforts to convene the Company Shareholder Approval, the Company shall adjourn the Company Special SBBX Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than within thirty-five (5) days nor more than ten (1035) days after the date initial mailing of adjournmentthe Joint Proxy Statement/Prospectus to shareholders of SBBX pursuant to Section 5.08, and subject in any event shall convene the SBBX Meeting within forty-five (45) days after such mailing. Except with the prior approval of CBBC, no other matters shall be submitted for the approval of SBBX shareholders at the SBBX Meeting. The SBBX Board shall at all times prior to and during the terms and conditions SBBX Meeting recommend adoption of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in by the solicitation shareholders of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company SBBX and shall not change withhold, withdraw, amend or modify such Company Record Date recommendation in any manner or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law take any other action or the Company Articles or the Company Bylawsmake any other public statement inconsistent with such recommendation.

Shareholder Approval. (a) The Company agrees shall submit this Agreement (or the final form of this Agreement as unanimously approved and adopted by the Company’s board of directors and as recommended by the board of directors to take, in accordance with applicable Law the Company’s shareholders) and the Company Articles transactions contemplated hereby to the Principal Shareholders and the Company Bylaws, all action necessary Principal Shareholder Affiliates on or prior to convene the date of this Agreement and to the other Voting Security Holders as soon as practicable possible after the Form S-4 is declared effective date of this Agreement (but in no event later than forty-five 12 P.M. (45noon) days after on February 17, 2011) for approval and adoption as provided by the Form S-4 is declared effective), FBCA and the Organizational Documents of the Company Special Meeting to consider and to obtain any applicable agreements among the Company Shareholder ApprovalVoting Security Holders. Subject to Sections 6.9(bSuch submission, and any proxy or consent in connection therewith (1) shall include a solicitation of Requisite Security Holder Vote and (c), the Company Board 2) shall at all times prior to and during such Company Special Meeting recommend such specify that approval and adoption of this Agreement shall constitute approval by the Voting Security Holders: (x) of the escrow and indemnification obligations of the Principal Shareholders and Principal Shareholder Affiliates, set forth in Article VIII hereof and the deposit of the Escrow Shares into the Escrow Fund as contemplated by Section 1.8(a) hereof and (y) in favor of the appointment of the Principal Shareholders as Shareholder Representative, under and as defined in this Agreement. The Company shall use its reasonable best efforts to solicit such approval by its shareholders (obtain the “Company Board Recommendation”). Without limiting the generality consent of the foregoing, unless this Agreement has terminated in accordance with its terms, Voting Security Holders holding the Requisite Security Holder Vote to approve this Agreement and the transactions contemplated by this Agreement and to enable the Closing and the Merger shall to occur as promptly as practicable. (b) Any materials to be submitted to the Voting Security Holders in connection with the solicitation of their approval of the Merger and this Agreement, including, if required pursuant to Section 6.8(c), any materials submitted to the Company’s shareholders at in connection with obtaining the 280G Approval (the “Soliciting Materials”), shall be subject to review and approval by Parent and shall include information regarding the Company, the terms of the Merger and this Agreement, and the unanimous recommendation of the board of directors of the Company Special Meeting whether or not (x) in favor of the Company Board shall have effected a Company Adverse Change Merger and this Agreement, including each of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted the matters set forth in Section 6.8 hereof and if required pursuant to Section 6.8(c), the materials related to the Company or any of its advisors280G Approval. The Company shall not, without Anything to the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approvalcontrary contained herein notwithstanding, the Company shall adjourn not include in the Company Special Meeting until Soliciting Materials any information with respect to Parent or its affiliates or associates, the form and content of which shall not have been consented to in writing by Parent prior to such date as shall be mutually agreed upon by the Company and Parentinclusion, which date consent shall not be less unreasonably withheld or delayed. The Company and Parent will promptly advise the other in writing if at any time prior to the Closing the Company or Parent, as the case may be, shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law; provided that Parent shall only be required to provide notice of any such facts to the extent such facts relate to information furnished in writing by Parent or Sub for the express purposes of including in such Soliciting Materials. (c) In addition, the Company shall promptly, and in no event later than five (5) days nor more than ten (10) days Business Days after the date Parent has approved such materials pursuant to Section 6.8(b), submit to the Company’s shareholders for approval (in a manner reasonably satisfactory to Parent), by such number of adjournmentshareholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment and/or benefits that may, separately or in the aggregate, constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Parent), such that all such payments and benefits shall not be deemed to be Section 280G Payments (the “280G Approval”), and subject prior to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to Effective Time the Company Shareholder Approval, shall deliver to Parent evidence satisfactory to Parent that a shareholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (Bx) after consultation such requisite 280G Approval was obtained with Parent, if the failure respect to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/ProspectusSection 280G Payment, or (Cy) after consultation that the 280G Approval was not obtained with Parentrespect to any Section 280G Payment and as a consequence, for a single period that Section 280G Payments shall not be made or provided, pursuant to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require waivers of those payments and/or benefits which were executed by the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but affected individuals prior to the date that is two shareholder vote. (2d) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect The board of the Company Special Meeting (the “Company Record Date”), directors of the Company shall not alter, modify, change such Company Record Date or establish a different Company Record Date for revoke its unanimous approval of the Merger, this Agreement and the transactions contemplated hereby, including if required pursuant to Section 6.8(c), the 280G Approval, and its unanimous recommendation to the shareholders of the Company Special Meeting without to vote in favor of the prior written consent terms and provisions of Parentthis Agreement, unless required the Merger and the transactions contemplated by this Agreement and the Articles of Merger and pursuant to do so by applicable Law or Section 6.8(c), the Company Articles or the Company Bylaws280G Approval.

Shareholder Approval. The (a) Not later than the second Business Day after the Registration Statement is declared effective under the Securities Act (but in no event before (1) the information statement contained in the Proxy Statement/Prospectus shall have been delivered to Merger Partner’s Shareholders and (2) the Registration Statement shall have been declared effective), Merger Partner shall solicit and obtain the Merger Partner Shareholder Approval by the Written Consents (in a form reasonably acceptable to Public Company) to be executed and delivered by ▇▇▇▇▇▇ Partner’s Shareholders for the purposes of (i) evidencing the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby, (ii) acknowledging that the approval given thereby is irrevocable and that such Shareholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached to the Written Consent, and that such Shareholder has received and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. In connection with the Merger Partner Shareholder Approval, ▇▇▇▇▇▇ Partner shall comply with all disclosure and other obligations to its Shareholders under the DGCL and any other applicable laws. Merger Partner shall take all action that is both reasonable and lawful to obtain the Merger Partner Shareholder Approval, subject to compliance with Section 6.01(b). Without limiting the generality of the foregoing, ▇▇▇▇▇▇ Partner agrees that its obligations under this Section 6.05(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner’s Shareholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company agrees and, except in the case of a Merger Partner Board Recommendation Change, any solicitation or similar disclosure, if the Merger Partner Shareholder Approval has not already been obtained, shall include the recommendation of Merger Partner Board that Merger Partner’s Shareholders consent to takethe adoption of this Agreement and approval of the Merger. (b) Public Company, acting through the Public Company Board, shall take all actions in accordance with applicable Law law, its articles of amalgamation, as amended, and bylaws and Nasdaq rules to duly call, give notice of, convene and hold as promptly as practicable, after the declaration of effectiveness of the Registration Statement, the Public Company Articles Shareholders Meeting for the purpose of considering and voting upon the Public Company BylawsVoting Proposals. Subject to Section 6.01(b), the Public Company Board shall include in the Proxy Statement/Prospectus the recommendation of the Public Company Board in favor of approval of the Public Company Voting Proposals. Subject to Section 6.01(b), Public Company shall take all action necessary that is both reasonable and lawful to convene solicit from its shareholders proxies in favor of the Public Company Voting Proposals. The Public Company Meeting shall be held as soon promptly as practicable after the Form S-4 is declared effective date of the Registration Statement (on a date selected by Public Company in consultation with Merger Partner) but in no event later than forty-five (45) days after the Form S-4 is declared effective), effective date of the Company Special Meeting to consider and Registration Statement. If sufficient votes to obtain the Public Company Shareholder Approval. Subject Voting Proposals have not been obtained as of the close of business on the Business Day prior to Sections 6.9(bthe scheduled date of the Public Company Meeting, Public Company shall have the right to adjourn or postpone the Public Company Meeting to a later date or dates, such later date or dates not to exceed thirty (30) and days in the aggregate from the original date that the Public Company Meeting was scheduled. (c)) Unless the Public Company Board has effected a Public Company Board Recommendation Change in accordance with Section 6.01 and terminated this Agreement to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 8.01, Public Company’s obligation to call, give notice of and hold the Public Company Meeting in accordance with Section 6.05(b) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Acquisition Proposal, or by any Public Company Board Recommendation Change. (d) Except in the case of a Public Company Board Recommendation Change made in compliance with Section 6.01, Public Company agrees that the Public Company Board shall at all times prior to recommend that the Public Company Shareholders approve the Public Company Voting Proposals and during Public Company shall include such recommendation in the Proxy Statement/Prospectus. (e) Except in the case of a Public Company Special Meeting recommend such approval and Board Recommendation Change made in compliance with Section 6.01, Public Company shall use its reasonable best efforts to solicit such approval by from the Public Company Shareholders proxies in favor of the Public Company Voting Proposals and shall take all other action necessary or advisable to secure the approvals of the Shareholders of Public Company. Public Company shall ensure that all proxies solicited in connection with the Public Company Meeting are solicited in material compliance with all applicable laws. Public Company, in its shareholders capacity as the sole Shareholder of Merger Sub, shall approve the Merger. (the “Company Board Recommendation”). Without limiting the generality of f) Notwithstanding the foregoing, unless nothing herein shall limit a party›s right to terminate this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted pursuant to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsSection 8.01.

Shareholder Approval. The (a) Following the execution of this Agreement, the Company agrees to takeshall, in accordance in all material respects with applicable Law law and the Company Articles and the Company Bylaws, all action necessary call a meeting of its shareholders (the “Company Meeting”) to convene be held as soon as reasonably practicable after the Form S-4 is declared effective (effective, but in no event later than forty-five sixty (4560) calendar days after the Form S-4 is declared effective), for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon other matters of the type customarily brought before a meeting of shareholders to approve a merger agreement or the transactions contemplated thereby, and the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval cause the Company Meeting to occur as soon as reasonably practicable. The Company and its Board of Directors shall use their reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”). Without limiting , and shall not, except as expressly permitted by Section 6.3(b), (i) withhold, withdraw, modify or qualify in a manner materially adverse to Parent the generality Company Board Recommendation, (ii) fail to make the Company Board Recommendation in the Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly, finally and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Company Board Recommendation, in each case within ten (10) business days after such Acquisition Proposal is made public or any request by Parent to do so (which request may be made once per Acquisition Proposal, and any material change thereto) (or such fewer number of days as remains prior to Company Meeting), or (v) publicly propose to do any of the foregoing (any of the foregoing, unless a “Recommendation Change”). (b) Notwithstanding anything in this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at contrary, prior to the time the Requisite Company Vote is obtained, the Board of Directors of the Company Special Meeting whether or not may make a Recommendation Change if and only if (xi) the Company and its Subsidiaries and Representatives have complied with their obligations under Section 6.12, (ii) an unsolicited bona fide written Acquisition Proposal is made to the Company after the date of this Agreement by a third party, and such Acquisition Proposal is not withdrawn, (iii) the Board of Directors of the Company has concluded in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal, (iv) the Board of Directors of the Company has concluded in good faith (after consultation with its outside legal counsel) that failure to make a Recommendation Change would be more likely than not to result in a violation of the directors’ fiduciary duties under applicable law, (v) prior to effecting the Recommendation Change, three (3) business days shall have effected a elapsed since the Company Adverse has given written notice to Parent advising Parent that the Company intends to take such action and specifying in reasonable detail the reasons therefor, including the terms and conditions of, and the identity of the person making, any such Acquisition Proposal that is the basis of the Recommendation Change (it being understood that any amendment or change to any material term of Recommendation or (y) any Company such Acquisition Proposal shall have been publicly require a new notice and the provisions of this Section 6.3(b) shall apply anew), (vi) during such three (3) business day period, the Company has considered, and engaged in good-faith discussions with Parent regarding, any adjustment or modification of the terms of this Agreement proposed by Parent and (vii) the Board of Directors of the Company, following such three (3)-business day period, again reasonably determines in good faith (after consultation with its outside legal counsel and financial advisors, and taking into account any adjustment or announced or otherwise submitted modification of the terms of this Agreement proposed by Parent and delivered to the Company or any in writing) that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal, and that failure to make a Recommendation Change would be more likely than not to result in a violation of its advisors. the directors’ fiduciary duties under applicable law. (c) The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that Meeting if, as of the Company maytime for which such meeting is originally scheduled, without there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the prior written consent business of Parentsuch meeting, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, of such meeting the Company has not received proxies representing a sufficient number of shares of Company Common Stock Shares necessary to obtain the Requisite Company Shareholder ApprovalVote, provided, that no such adjournment or postponement shall delay the Company Meeting by more than 10 days from the prior-scheduled date or to a date on or after the fifth (5th) business day preceding the Termination Date. Except as described in the preceding sentence, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably without Parent’s written consent (which consent shall not be expected to be a violation of applicable Law for the distribution of any required supplement unreasonably withheld, conditioned or amendment delayed). (d) Notwithstanding anything to the Proxy Statement/Prospectuscontrary herein, or unless this Agreement has been terminated in accordance with its terms (Ci) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior shall be convened and this Agreement shall be submitted to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect shareholders of the Company Special at the Company Meeting for the purpose of voting on the approval and adoption of this Agreement, and nothing contained herein shall be deemed to relieve the Company of such obligations, and (the “Company Record Date”), ii) the Company shall not change such Company Record Date submit to the vote of its shareholders any Acquisition Proposal or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsany transaction contemplated thereby.

Shareholder Approval. The Company (a) HEOP agrees to take, in accordance with applicable Law law and the Company HEOP Articles and the Company HEOP Bylaws, all action necessary to convene as soon as reasonably practicable after the Form S-4 is declared effective Registration Statement becomes effective, a special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by HEOP’s shareholders for consummation of the Transaction (but in including any adjournment or postponement, the “HEOP Meeting”). Except with the prior approval of PPBI, no event later than forty-five (45) days after other matters shall be submitted for the Form S-4 is declared effectiveapproval of the HEOP shareholders at the HEOP Meeting. Subject to Section 6.02(b), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company HEOP Board shall at all times prior to and during such Company Special HEOP Meeting recommend such approval and shall use its take all reasonable best efforts lawful action to solicit such approval by its shareholders and shall not (x) withdraw, modify or qualify in any manner adverse to PPBI such recommendation or (y) take any other action or make any other public statement in connection with the HEOP Meeting inconsistent with such recommendation (collectively, a “Company Board Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsRecommendation, this Agreement and the Merger shall be submitted to the Companyshareholders of HEOP at the HEOP Meeting for the purpose of approving the Agreement and any other matters required to be approved by HEOP’s shareholders at for consummation of the Company Special Meeting whether or Transaction. In addition to the foregoing, HEOP shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (xb) Notwithstanding the foregoing, HEOP and the HEOP Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) HEOP shall have complied in all material respects with Section 6.07; (ii) the Company Board HEOP Board, after consulting with its outside counsel and financial advisor, shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided determined in good faith that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so would result in a breach of its fiduciary duties under applicable law; and (c) PPBI agrees to take, in accordance with applicable law and the PPBI Certificate and PPBI Bylaws, all action necessary to convene as soon as reasonably practicable a meeting of its stockholders to consider and vote upon the approval of the issuance of the PPBI Common Stock in the Merger and any other matters required to be approved by applicable Law PPBI’s stockholders for consummation of the Transaction (including any adjournment or postponement, the Company Articles or “PPBI Meeting”). The PPBI Board shall at all times prior to and during the Company BylawsPPBI Meeting recommend approval of the issuance of the PPBI Common Stock in the Merger and any other matters required to be approved by PPBI’s shareholders for consummation of the transaction contemplated hereby and shall take all reasonable lawful action to solicit such approval by its stockholders.

Shareholder Approval. The (a) On the date hereof, the Company agrees shall obtain the Sufficient Shareholder Vote, pursuant to take, a written shareholder consent in accordance with applicable Law the WBCA and the Company Articles and Charter Documents of the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)Company. In connection with such written shareholder consent, the Company Special Meeting shall submit to consider and the Shareholders soliciting materials with respect to obtain the Merger, which shall (i) include a solicitation of the approval of the holders of the Company Capital Stock to this Agreement and the Merger, (ii) specify that adoption of this Agreement shall constitute approval by the Shareholders of this Agreement, the obligations of the Shareholders under this Agreement and the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇ as Shareholder Approval. Subject Representative, under and as defined in this Agreement, (iii) include a summary of the Merger and this Agreement, (iv) include a statement that dissenters’ rights are available for the Company Capital Stock pursuant to Sections 6.9(b) the WBCA, and (c)v) include a copy of Chapter 23B.13 of the WBCA. Any materials to be submitted to the Shareholders in connection with the solicitation of their approval of the Merger and this Agreement (the “Soliciting Materials”) shall be subject to review and approval by Parent prior to distribution, such approval not to be unreasonably withheld or delayed, and shall also include the unanimous recommendation of the Board of Directors of the Company in favor of the Merger, this Agreement, and the transactions contemplated hereby, and the conclusion of the Company’s Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders. (b) Promptly following receipt of written consents of its Shareholders constituting the Sufficient Shareholder Vote, the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality deliver notice of the foregoing, unless this Agreement has terminated in accordance with its terms, approval of this Agreement and the Merger shall be submitted to by written consent of the Company’s shareholders at Shareholders, pursuant to the applicable provisions of the WBCA and the Company’s Charter Documents (the “Shareholder Notice”), to all Shareholders that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the Shareholders of the Company Special Meeting whether or not (x) the and that dissenters’ rights are available for their Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted Capital Stock pursuant to the Company or any WBCA, and shall promptly inform Parent of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, Shareholder Notice was sent. Notwithstanding the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approvalforegoing, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject give Shareholders sufficient notice to the terms and conditions of this Agreement shall continue effect that no Shareholder will be able to use all reasonable best efforts, together exercise dissenters’ rights if such Shareholder has not perfected such dissenters’ rights in accordance with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsWBCA.

Shareholder Approval. The (a) Following the execution of this Agreement, Company agrees to shall take, in accordance with applicable Law and the Company Articles Certificate of Incorporation and the Company BylawsBylaws of Company, all action necessary to convene a special meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but and in no any event later than forty-five within sixty (4560) days after following the Form S-4 is declared time when the Registration Statement becomes effective), subject to extension with the Company Special Meeting consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.09 and the last sentence of this Section 5.04(a), use its commercially reasonable efforts to solicit such approval by such shareholders. Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its commercially reasonable efforts to obtain the Requisite Company Shareholder ApprovalApproval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Certificate of Incorporation and Bylaws of Company, Regulation 14A under the Exchange Act and all other applicable legal requirements. Subject Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting other than a proposal relating to Sections 6.9(ban advisory vote on executive compensation as may be required under Rule 14a-21(c) under the Exchange Act. If the Company Board changes the Company Recommendation in accordance with Section 5.09, Company shall not be required to use its commercially reasonable efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (cincluding the Merger) or to use its commercially reasonable efforts to obtain the Requisite Shareholder Approval to consummate the Merger; provided that, for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that the Company Meeting is called, noticed, convened, held and conducted for purposes of considering and voting upon the approval of this Agreement and the transactions contemplated hereby (including the Merger). (b) Except to the extent provided otherwise in Section 5.09, the Company Board shall at all times prior to and during such the Company Special Meeting recommend such approval of this Agreement by the shareholders of Company and shall use its reasonable best efforts the transactions contemplated hereby (including the Merger) and any other matters required to solicit such approval be approved by its Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement ) and shall not make a Company Subsequent Determination and the Merger Proxy Statement-Prospectus shall be submitted to the Company’s shareholders at include the Company Special Meeting whether Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Meeting unless Company mayBoard reasonably determines in good faith, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if and having considered the advice of counsel that failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by would be inconsistent with its fiduciary duties under applicable Law or Law. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Articles or the Company BylawsMeeting as reasonably requested by Buyer.

Shareholder Approval. The Company agrees AMNB shall call a meeting of its shareholders (the “AMNB Meeting,”) to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene be held as soon as reasonably practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 Registration Statement is declared effective), for the Company Special Meeting to consider and to obtain purpose of obtaining (a) the Company Shareholder Approval. Subject to Sections 6.9(b) Requisite AMNB Vote and (c)b) if so desired and mutually agreed, a vote upon other matters of the Company Board shall at all times prior to type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and during such Company Special Meeting recommend such approval and AMNB shall use its reasonable best efforts to solicit cause such approval meeting to occur as soon as reasonably practicable after the date of this Agreement. AMNB and its Board of Directors shall use its reasonable best efforts to obtain from the shareholders of AMNB, the Requisite AMNB Vote, including by communicating to the shareholders of AMNB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of AMNB adopt and approve this Agreement and the transactions contemplated hereby (the “Company AMNB Board Recommendation”). Without limiting AMNB and its Board of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Buyer, the generality AMNB Board Recommendation, (ii) fail to make the AMNB Board Recommendation in the Proxy Statement/Prospectus, or otherwise submit this Agreement to its shareholders for adoption and approval without recommendation, (iii) adopt, approve, agree to, accept, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the AMNB Board Recommendation within ten (10) business days (or such fewer number of days as remains prior to the AMNB Meeting, as applicable) after an Acquisition Proposal is made public or any request by Buyer to do so, (v) take any action, or make any public statement, filing or release inconsistent with the AMNB Board Recommendation or (vi) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). Notwithstanding anything in this Agreement to the contrary, if (x) after the date hereof, AMNB receives a Superior Proposal and (y) the Board of Directors of AMNB, after consulting with its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless be reasonably likely to be a violation of its fiduciary duties under applicable law to make or continue to make the AMNB Board Recommendation, AMNB’s Board of Directors may, prior to the receipt of the Requisite AMNB Vote, (A) submit this Agreement to AMNB shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event AMNB’s Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by law, or (B) terminate this Agreement pursuant to Section 8.1(g) and enter into an Acquisition Agreement with respect to a Superior Proposal subject to compliance with Section 8.2(b)(ii); provided, that AMNB’s Board of Directors may not take any actions under this sentence unless it (I) has complied in all material respects with Section 6.11, (II) gives Buyer at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including the latest material terms and conditions and the identity of the third party in any such Superior Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances, including the information under Section 6.11(b)) and (III) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by B▇▇▇▇ and, after consulting with its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that such Superior Proposal remains a Superior Proposal and it would nevertheless be reasonably likely to be a violation of its fiduciary duties under applicable law to make or continue to make the AMNB Board Recommendation. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3, except that the notice period shall be three (3) business days rather than the five (5) business day notice period otherwise contemplated by the preceding sentence. AMNB shall adjourn or postpone the AMNB Meeting if, as of the time for which such meeting is originally scheduled there are insufficient shares of AMNB Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the AMNB Meeting shall be convened and this Agreement and the Merger shall be submitted to the Company’s shareholders of AMNB at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notAMNB Meeting, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as and nothing contained herein shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date deemed to relieve AMNB of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsobligation.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon (a) As promptly as practicable after following the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)date of this Agreement, the Company Special Meeting to consider shall call a meeting of its shareholders (the “Shareholders Meeting”) for the purpose of obtaining the Requisite Shareholder Vote in connection with this Agreement and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval Merger and shall use its reasonable best efforts to solicit cause such approval Shareholders Meeting to occur as promptly as reasonably practicable. Except in the event of a Change of Board Recommendation specifically permitted by Section 6.2(d), (i) the Proxy Statement (as defined in Section 6.6) shall include the Company Board Recommendation and (ii) the Board (and all applicable committees thereof) shall use its reasonable best efforts to obtain from its shareholders the Requisite Shareholder Vote in favor of the approval of the plan of merger (as such term is used in Section 607.1103 of the FBCA) contained in this Agreement required to consummate the transactions contemplated by this Agreement. (b) If on the date for which the Shareholders Meeting is scheduled (the “Company Board RecommendationOriginal Date”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock Shares to obtain approve the Company Shareholder Approvaltransactions contemplated hereby, whether or not a quorum is present, Parent shall have the right to require the Company, and the Company shall have the right, to postpone or adjourn the Company Special Shareholders Meeting until such to a date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) 45 days after the Original Date. If the Company continues not to receive proxies representing a sufficient number of Shares to approve the transactions contemplated hereby, whether or not a quorum is present, Parent shall have the right to require the Company to, and the Company may, make one or more successive postponements or adjournments of the Shareholders Meeting as long as the date of adjournment, and subject to the terms and conditions Shareholders Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in subsection. In the solicitation of proxies from shareholders relating to event that the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn Shareholders Meeting is adjourned or postpone the Company Special Meeting would reasonably be expected to be postponed as a violation result of applicable Law for Law, including the distribution of need to disseminate to shareholders any required supplement amendments or amendment supplements to the Proxy Statement/Prospectus, any days resulting from such adjournment or (C) after consultation with Parent, postponement shall not be included for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect purposes of the Company Special Meeting (calculations of the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent number of Parent, unless required days pursuant to do so by applicable Law or the Company Articles or the Company Bylawsthis subsection.

Shareholder Approval. (a) The Company agrees to take, in accordance with applicable Law and Board of Directors of the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, directed or will direct that this Agreement and the Merger shall contemplated hereby be submitted to the Company’s 's shareholders for approval at a meeting of such shareholders and, except for adoption of this Agreement by the requisite vote of the Company's shareholders and termination of the shareholders' agreement referred to in Schedule 3.2(a)(ii) hereof, no other shareholder action is necessary to approve this Agreement and to consummate the Merger contemplated hereby. The Board of Directors of the Company Special Meeting whether or not (x) will recommend that the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted Company's shareholders approve this Agreement and the Merger contemplated hereby, subject to the Company or any of its advisorstheir fiduciary duties. The Company shall not, without affirmative vote of the prior written consent holders of Parent, adjourn or postpone two-thirds of the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of outstanding shares of Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to obtain approve this Agreement, and to consummate the Merger and the transactions contemplated hereby. No approval of a number of outstanding shares of capital stock of the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon greater than that required by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions relevant statutory provisions is required for approval of this Agreement shall continue and the consummation of the Merger and the transactions contemplated hereby, except that the shareholders' agreement referred to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (BSchedule 3.2(a)(ii) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably hereof must be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but terminated prior to the date Effective Time. (b) The Board of Directors of the Bank will direct that is two (2) Business Days prior the Bank Merger Agreement and the transaction contemplated thereby be submitted to the End Date) to solicit additional proxies Bank's stockholders for approval and, except for adoption of the Bank Merger Agreement by the requisite vote of the Bank's stockholders, no other Bank stockholder action is necessary to obtain approve the Company Shareholder ApprovalBank Merger Agreement and to consummate the transactions contemplated thereby. Once the Company has established the record date, in respect The Board of Directors of the Company Special Meeting (Bank will recommend that the “Company Record Date”)Bank's stockholders approve the transactions contemplated hereby, subject to their fiduciary duties. The affirmative vote of the Company shall not change such Company Record Date holders of two-thirds of the outstanding shares of Bank Common Stock is the only vote of the holders of any class or establish series of the Bank's capital stock necessary to approve the Bank Merger Agreement and to consummate the transactions contemplated thereby. No approval of a different Company Record Date number of outstanding shares of capital stock of the Bank greater than that required by the relevant statutory provisions is required for approval of the Company Special Meeting without Bank Merger Agreement and the prior written consent consummation of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawstransactions contemplated thereby.

Shareholder Approval. The Company agrees Within 31 days after the date hereof, Solect shall take all action necessary, subject to take, and in accordance with applicable Law law, its articles of continuance and bylaws and any outstanding shareholder agreements, to obtain the approval and adoption of this Agreement, the Share Restructuring Plan (including the articles of amendment giving effect thereto) and related matters by Solect's shareholders. Solect shall provide to Amdocs reasonable opportunity to review and comment on any material (collectively, the "Information Statement") proposed to be mailed to Solect's shareholders and/or other security holders in connection with the foregoing approval. Such approval has been recommended by Solect's Board of Directors and management. Concurrently with the execution of this Agreement, Southwest Sun, Inc., KL Group, Inc., ▇▇▇▇▇ ▇▇▇▇▇, TCV Solect (A) SRL, TCV Solect (B) SRL, TCV Solect (C) SRL, Science Applications International Corporation, BCS Investment SRL, WPG Networking-Software SRL and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Equity Funding, Inc. (collectively, the "Solect Principal Securityholders") have executed a Principal Securityholders' Agreement in the form of Exhibit 4.4 (the "Securityholder Agreement"), agreeing, among other things, (i) if such security holder holds Solect Convertible Securities, to exercise or convert such securities into Solect Common Shares prior to the Effective Time, (ii) to vote in favor of the Share Restructuring Plan and the Company Articles and the Company Bylawstrans actions contemplated by this Agreement, (iii) to take all action necessary to convene as soon as practicable after waive any notice or other time periods contemplated by any agreement that could result in a delay of the Form S-4 is declared effective date of the shareholders meeting required to approve the transactions contemplated hereby or that could otherwise result in a delay of the consummation of the transactions contemplated hereby, and (but in no event later than forty-five (45iv) days after to terminate the Form S-4 is declared effective)Shareholders Agreement, the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Investor's Rights Agreement and the Merger shall be submitted to Management Rights Agreement (as such terms are defined in Article 8) upon the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Effective Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to (a) Following the execution of this Agreement, PFG shall take, in accordance in all material respects with applicable Law and the Company Articles charter and the Company Bylawsbylaws of PFG, all action necessary to convene a special meeting of its shareholders as soon promptly as practicable after the Form S-4 Registration Statement is declared effective (but in no event later than forty-five (45) days after by the Form S-4 is declared effective), the Company Special Meeting SEC to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by PFG’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “PFG Meeting”) and shall take all lawful action to solicit such approval by such shareholders. PFG shall use its reasonable best efforts to obtain the Company Requisite PFG Shareholder Approval. Subject Approval to Sections 6.9(b) consummate the Merger and (c)the other transactions contemplated hereby, and shall ensure that the PFG Meeting is called, noticed, convened, held, and conducted, and that all proxies solicited by PFG in connection with the PFG Meeting are solicited in compliance in all material respects with the TBCA, the Company Board charter and bylaws of PFG, and all other applicable legal requirements. Except with the prior approval of SMBK, no other matters shall be submitted for the approval of PFG shareholders at the PFG Meeting. (b) Except to the extent provided otherwise in Section 5.09, the board of directors of PFG shall at all times prior to and during such Company Special the PFG Meeting recommend such approval of this Agreement by the shareholders of PFG and shall use its reasonable best efforts the transactions contemplated hereby (including the Merger) and any other matters required to solicit such approval be approved by its PFG’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Board PFG Recommendation”). Without limiting In the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders event that there is present at the Company Special Meeting whether PFG Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite PFG Shareholder Approval, PFG will not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided PFG Meeting unless PFG is advised by counsel that failure to do so would result in a breach of the Company may, without fiduciary duties of the prior written consent board of Parent, directors of PFG. PFG shall keep SMBK updated with respect to the proxy solicitation results in connection with the PFG Meeting as reasonably requested by SMBK. (c) PFG shall adjourn or postpone the Company Special PFG Meeting if (Ai) if as of the time for which such meeting is originally scheduled there are insufficient shares of PFG Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or (ii) on the date on which the Company Special Meeting is originally scheduled, the Company of such meeting PFG has not received proxies representing a sufficient number of shares of Company Common Stock necessary to obtain the Company Requisite PFG Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as . PFG shall be mutually agreed upon by required to effect a single adjournment or postponement of the Company and Parent, which date shall not be less than five PFG Meeting pursuant to clause (5i) days nor more than ten or (10ii) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (BSection 5.04(c) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten of no more than fifteen (1015) Business Days, Days only to allow time to solicit additional proxies if as may be necessary to obtain the Company Requisite PFG Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company BylawsCode, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting”), as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of Table of Contents effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to obtain this Section 6.3 to submit to shareholders and hold the Company Shareholder ApprovalShareholders’ Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to Sections 6.9(b) the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (cthe “Company Recommendation”), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its commercially reasonable best efforts to solicit such approval by obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Board RecommendationShareholder Approval”). Without limiting Notwithstanding any Change in the generality of the foregoing, unless this Agreement has terminated in accordance with its termsCompany Recommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.