Common use of Shareholder Approval Clause in Contracts

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the 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 promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees (a) The Company 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 and the CBTC Articles and the CBTC Bylawsits Constituent Documents, all action necessary to convene an appropriate a 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 Company Meeting”), ) as promptly as practicable after to consider and vote upon approval of this Agreement, the Registration Statement is declared effectiveMerger and any such other matters. The CBTC Company and the Company Board shall recommend will use its reasonable best efforts to 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 CBTC shareholders approve and adopt the Company Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement and the transactions contemplated herebyMerger, then, in submitting this Agreement and the Merger to the Company Meeting, the Company Board may submit such items without recommendation (although the resolutions adopting such items prior to the date hereof, described in Section 6.2(a), may not be rescinded or amended), in which event the Company Board 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 CBTC Company Board may fail not take any actions under this sentence until after giving Parent at least 10 business days to make respond to such recommendation, 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 Acquisition Proposal (an “Adverse Recommendation Change”), if the CBTC Board has, and 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 giving Parent notice of the fiduciary duties of third party in the members of Acquisition Proposal and the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any latest material terms and conditions of any applicable Superior Proposal (the Acquisition Proposal) and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that then taking into account any amendment or modification to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawproposed by Company.

Shareholder Approval. CBTC agrees to take(a) As soon as reasonably practicable following the date hereof, CFC shall take all action necessary in accordance with applicable law the Securities Exchange Act of 1934 (the Exchange Act ), the laws of the Commonwealth of Pennsylvania and its Articles of Incorporation and Bylaws to call and give notice of a meeting (the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting "Meeting") of its shareholders to consider and vote upon the approval of those items contemplated under this Agreement which require Shareholder Approval (the Sale of Assets ) and 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 Sale of Assets and any other matters required to be approved submitted to CFC s shareholders in connection therewith. The Board of Directors of CFC shall use commercially reasonable efforts to solicit and secure from shareholders of CFC such approval, subject to their fiduciary duties as advised by CBTC’s shareholders for consummation 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 Merger shareholder vote then tabulated. (including 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 adjournment 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 postponementin the absence of such review, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions termination of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 casewaiting period of, the five (5) business day period referred SEC, CFC shall cause to in this Section 7.02 shall be reduced mailed a definitive Proxy Statement to three (3) business days following its shareholders entitled to vote on the delivery Sale of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and Assets. (c) In the CBTC Boardevent Shareholder Approval is not received for any reason, following such five the Parties shall agree to the transfer of (5i) business day periodthe New Credit Business in accordance with the provisions set forth in Article II hereof, determines (ii) the Fee Income Business in good faithaccordance with the provisions set forth in Article III hereof, after consultation and (iii) the Administrative Services and personnel in accordance with its financial advisors and outside counselthe provisions set forth in Article IV hereof, that the failure which transfers are expected to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.occur on January 1,

Shareholder Approval. CBTC agrees to (a) Seller shall take, in accordance with applicable law South Carolina Law and the CBTC Restated Articles of Incorporation and the CBTC BylawsBy-Laws of Seller, all action necessary to convene an appropriate meeting of its shareholders of Seller to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders of the Seller for consummation of the Merger transactions contemplated by this Agreement and the Ancillary Agreements (including any adjournment or postponementpostponement thereof, the “CBTC "Shareholders Meeting”), ") as promptly as practicable after the Registration Proxy Statement (as hereinafter defined) is declared effective. The CBTC Board cleared by the SEC. (b) Except as expressly permitted by this Section 5.22, the board of directors of Seller (i) shall at all times recommend that approval of the CBTC shareholders approve Acquisition (and adopt the Agreement and any other matters necessary for consummation of the transactions contemplated hereby; provided that hereby and by the CBTC Board may fail Ancillary Agreements) by Seller's shareholders and shall not withdraw or modify or propose publicly to make such recommendation, or change, withdraw, modify or qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedBuyer 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 such recommendation Acquisition Proposal, (an “Adverse Recommendation Change”)iii) shall cause Seller not to enter into any letter of intent, if the CBTC Board hasagreement in principle, after having consulted with its financial advisor acquisition agreement or other similar undertaking with respect to financial matters an Acquisition Proposal 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 (iv) promptly after clearance of the fiduciary duties Proxy Statement by the SEC, Seller shall mail the Proxy Statement to the shareholders 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 notice to United (Seller. In connection with a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior bona fide Acquisition Proposal (and include that is a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if 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 opinion of Seller's outside counsel, such withdrawal, modification or qualification is required in order for the board of directors of Seller to comply with its fiduciary duties under applicable Law, (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 x) Seller has given Buyer five (5) business day period referred Business Days' prior notice of the 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 fully and completely complied with its obligations 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 7.02 5.22(b) shall be reduced permit Seller's board of directors to three (3) business days following withdraw the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions proposal of this Agreement as would enable and the CBTC Board Acquisition to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach shareholders of the fiduciary duties of the members of the CBTC Board under applicable lawSeller.

Shareholder Approval. CBTC The Company agrees to take, in accordance with applicable law Law and the CBTC Company Articles and the CBTC Company 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 promptly soon as practicable after the Registration Statement 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. The CBTC Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend that such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the CBTC shareholders approve and adopt “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the transactions contemplated herebyMerger 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 CBTC Board may fail to make such recommendationCompany may, without the prior written consent of Parent, adjourn or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting 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 Changeoriginally scheduled, the CBTC Board Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on adjourn the fifth (5th) business day following delivery of Company Special Meeting until such noticedate as shall be mutually agreed upon by the Company and Parent, which notice date 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 Person 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 not be less than five (5) business day period referred days nor more than ten (10) days after the date of adjournment, and subject to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the CBTC Board solicitation of proxies from shareholders relating to proceed without an Adverse Recommendation Change the Company Shareholder Approval, (it being understood that United shall not be required to propose any such adjustments); and (cB) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counselParent, that if the failure to take such action adjourn or postpone the Company Special Meeting would reasonably be reasonably likely expected to constitute be a breach 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 fiduciary duties 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 members of Company Articles or the CBTC Board under applicable lawCompany Bylaws.

Shareholder Approval. CBTC agrees to take, in accordance In connection with applicable law and the CBTC Articles and Company’s solicitation of the CBTC Bylaws, all action necessary to convene an appropriate meeting of approval by its shareholders of the transactions contemplated by the FSA Purchase Agreement, the Company will include a proposal (the “Proposal”) to consider obtain the approvals necessary under the rules of the NYSE to permit the issuance of the FSA Subsequent Shares and vote upon any Reset Shares or Pre-Emptive Shares related thereto or issuable hereunder (the “FSA Shareholder Approval”). The Company represents and warrants to the 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 this the transactions contemplated by the FSA Purchase Agreement will be considered (and the Investor will reasonably cooperate with the Company in connection therewith) and will use reasonable best efforts to solicit proxies for such shareholder approval. The Company will provide the Investor with drafts of the proxy 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, in each case to the extent related to the Investment Agreement or this Amendment or the transactions contemplated thereby, and will supply the Investor with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other matters 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 approved by CBTC’s shareholders for consummation of set forth in an amendment or supplement to the Merger (including any adjournment or postponementproxy statement, the “CBTC Meeting”), Company will as promptly as practicable after the Registration Statement is declared effectiveprepare and mail to its shareholders such an amendment or supplement. The CBTC Board Company agrees promptly to correct any information in the proxy statement if and to the extent that such information shall recommend that the CBTC shareholders approve and adopt the Agreement have become false or misleading in any material respect, and the transactions contemplated hereby; provided that Company will as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the CBTC Board may fail to make such recommendation, 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 extent required by applicable laws and regulations. The Company will provide the CBTC Board has, after having consulted Investor 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 drafts of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) proxy statement and any amendments or supplements thereto prior to making an Adverse Recommendation Change, the CBTC Board shall mailing and will provide written notice to United (Investor a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments comment thereon. The Board Recommendation will be included 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 not be required to propose any proxy statement filed in connection with obtaining such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawshareholder approval.

Shareholder Approval. CBTC agrees to Following the date that the Registration Statement is declared effective by the SEC, Sunshine shall take, in accordance with applicable law Law and the CBTC Articles articles of incorporation and the CBTC Bylawsbylaws of Sunshine, all action necessary to convene an appropriate a special meeting of its shareholders as promptly as practicable 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 CBTCSunshine’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 Requisite Sunshine Shareholder Approval to consummate the Merger and 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 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 the Sunshine Meeting recommend approval of this Agreement by the shareholders of Sunshine and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Sunshine’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that hereby (the CBTC Board may fail to make such recommendation, or change“Sunshine Recommendation”) and shall not withhold, withdraw, qualify or amend, modify, change or publicly propose to change, withdraw, qualify or modify, such recommendation in a manner that is adverse in any respect to United, the interests of CenterState or take any other action or make any other public statement inconsistent with such recommendation (an “Adverse Recommendation Change”)and the Proxy Statement-Prospectus shall include the Sunshine Recommendation. In the event that there is present at such meeting, if in person or by proxy, sufficient favorable voting power to secure the CBTC Board hasRequisite Sunshine Shareholder Approval, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered Sunshine will not adjourn or postpone the advice of its outside legal counsel, determined Sunshine Meeting unless Sunshine is advised by counsel that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach of the fiduciary duties of the members board of directors of Sunshine. Sunshine shall keep CenterState updated with respect to the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, proxy solicitation results in connection with the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if Sunshine Meeting as reasonably requested by United) and provide United reasonable opportunity during the 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawCenterState.

Shareholder Approval. CBTC agrees (a) Cornerstone shall submit to take, in accordance with applicable law and the CBTC Articles and the 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 in order to carry out the intentions of this Agreement. In furtherance of that obligation, Cornerstone shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold the Merger (including any adjournment or postponement, the “CBTC Meeting”), Cornerstone Shareholders’ Meeting as promptly as practicable after for the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve purpose of considering and adopt the voting on approval and adoption of this Agreement and the transactions contemplated hereby; provided for in this Agreement. Cornerstone’s Board of Directors shall recommend that its shareholders approve this Agreement in accordance with the CBTC SCBCA (the “Cornerstone Recommendation”) and shall include such recommendation in the Proxy Statement/Prospectus mailed to shareholders of Cornerstone, except to the extent Cornerstone’s Board may fail of Directors has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. Subject to make such recommendationSections 7.1(b) and 7.3, or changeCornerstone 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 propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedParent, the Cornerstone Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any such recommendation Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, if prior to prior to the CBTC Requisite Cornerstone Shareholder Vote, Cornerstone’s 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 Directors may make an Adverse Recommendation Change would be reasonably likely to constitute 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 the 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 of the members of the CBTC Board to Cornerstone and its shareholders under applicable law; provided that: Law; (aiii) prior to making an Adverse Recommendation Change, the CBTC Cornerstone’s Board shall provide of Directors provides written notice to United (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 (5th) business day following delivery of such notice, which notice shall specify any the material terms and conditions of any applicable the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), ) and identify identifying the Person or Group making such Superior Proposal, if applicable Proposal (it being understood that any amendment to any material term of such Superior Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 clause (iii) and in clauses (iv) and (v) shall be reduced to three (3) business days following the delivery giving of such new Notice of Recommendation Change); ; (biv) after providing such Notice of Recommendation Change, CBTC Cornerstone shall negotiate in good faith with United Parent (if requested by UnitedParent) and provide United Parent reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board of Directors of Cornerstone to proceed without an Adverse Recommendation Change (it being understood provided, however, that United Parent shall not be required to propose any such adjustments); and and (cv) the CBTC BoardCornerstone’s Board of Directors, following such five (5) business day period, again determines in good faith, after consultation with its financial advisors the Cornerstone Financial Advisor and outside counsel, that the such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would be reasonably likely to constitute a breach of the violate their fiduciary duties of the members of the CBTC Board to Cornerstone and its shareholders under applicable lawLaw. Notwithstanding any other provision of this Agreement, except to the 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 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 the shareholders of Cornerstone in the Proxy Statement/Prospectus or any appropriate amendment or supplement thereto.

Shareholder Approval. CBTC (a) FNBB agrees to take, in accordance with applicable law and the CBTC FNBB Articles and the CBTC FNBB Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable after the 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 (including any adjournment or postponement, the “FNBB Meeting”). Except with the prior approval of TriCo, no other matters shall be submitted for the approval of the FNBB shareholders at the FNBB Meeting. Subject to Section 6.02(b), the FNBB Board shall at all times prior to and during such FNBB Meeting recommend such approval and shall take all reasonable 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 “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of FNBB at the FNBB Meeting for the purpose of approving the Agreement and any other matters required to be approved by CBTCFNBB’s shareholders for consummation of the Merger 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 FNBB Meeting as provided in this Section 6.02(a). (including any adjournment or postponementb) Notwithstanding the foregoing, FNBB and the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC FNBB Board shall recommend that be permitted to effect a Change in Recommendation if and only to the CBTC shareholders approve and adopt extent that: (i) FNBB shall have complied in all material respects with Section 6.07; (ii) the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 hasFNBB Board, after having consulted consulting with its outside counsel and financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counseladvisor, shall have determined in good faith that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach of the its fiduciary duties of the members of the CBTC Board under applicable law; provided that: and (aiii) prior if the FNBB Board intends to making effect a Change in Recommendation following receipt of an Adverse Recommendation ChangeAcquisition Proposal, (A) the CBTC FNBB Board shall provide written notice have concluded in good faith, after giving effect to United all of the adjustments which may be offered by TriCo pursuant to clause (C) below, that such Acquisition Proposal constitutes a “Notice of Recommendation Change”Superior Proposal, (B) FNBB shall notify TriCo, at least five (5) Business Days in advance, of its intent intention to announce an Adverse effect a Change in Recommendation Change on in response to such Superior Proposal (including the fifth (5thidentity of the party making such Acquisition Proposal) business day following delivery of such notice, which notice shall specify any and furnish to TriCo all the material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing)such proposal, and identify (C) prior to effecting such a Change in Recommendation, FNBB shall, and shall cause its financial and legal advisors to, during the Person making such Superior Proposalperiod following FNBB’s delivery of the notice referred to in clause (B) above, if applicable (it being understood that any amendment negotiate with TriCo in good faith for a period of up to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred Business Days (to in this Section 7.02 shall be reduced the extent TriCo desires to three (3negotiate) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board so that such Acquisition Proposal ceases to proceed without an Adverse Recommendation Change (it being constitute a Superior Proposal. It is understood that United 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 not be required constitute a new Acquisition Proposal giving rise to propose any such adjustments); a new obligation to provide notice and (c) the CBTC Board, following such a new five (5) business day periodBusiness Day response period for TriCo, determines consequently extending the periods referenced in good faithSections 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 consultation with the Registration Statement becomes effective, a meeting of its financial advisors shareholders to consider and outside counselvote upon the approval of this Agreement, that the failure to take such action would be reasonably likely to constitute a breach Merger and the issuance of the fiduciary duties TriCo Common Stock in the Merger and any other matters required to be approved by TriCo’s shareholders for consummation of the members 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 CBTC Board under applicable lawTriCo 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 lawful action to solicit such approval by its shareholders. (d) FNBB and TriCo shall cooperate to schedule and convene the FNBB Meeting and the TriCo Meeting on the same date.

Shareholder Approval. CBTC agrees The Company shall hold a shareholder meeting to take, in accordance with applicable law and approve the CBTC Articles and issuance of the CBTC Bylaws, all action necessary Shares pursuant to convene an appropriate meeting of its shareholders to consider and vote upon this Agreement as promptly as possible following the approval execution of this Agreement and use its best efforts to solicit such approval. The Company shall also 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, including ensuring that no state takeover law or anti-takeover provision of the Company is applicable to the transactions contemplated by this Agreement. In that regard, the Company shall 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 shall provide the Investors with an opportunity to review and comment on such documents and amendments and correspondence to and from the SEC. The Company shall recommend to its shareholders that they approve the issuance of the Shares pursuant to this Agreement. From the date of this Agreement until the earlier of the issuance of the Shares to the Investors pursuant to this Agreement or the termination of this Agreement, the Company shall not solicit or negotiate any other matters required proposal, disclosure or communication to be approved by CBTC’s shareholders for the Company of any takeover proposal which would preclude the consummation of the Merger (including transactions contemplated hereby or any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and alternative transaction to the transactions contemplated hereby; provided that by this Agreement. The Company shall promptly notify the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, Investors of any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with actions taken by third parties. Softbank agrees to vote all its financial advisor with respect to financial matters and having consulted with and considered the advice shares of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Common Stock of the fiduciary duties Company in favor of the members transactions contemplated by this Agreement. The obligations of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms Company and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 five (5) business day period referred to Softbank set forth in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 8 shall not be required affected by the commencement, public proposal, public disclosure or communication to propose the Company by any such adjustments); and (c) third party of any takeover proposal or any alternative transaction to the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawtransactions contemplated by this Agreement.

Shareholder Approval. CBTC The Company agrees to take, in accordance with applicable law Law and the CBTC Articles Company Charter and the CBTC Company 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 promptly soon as practicable after the Registration Statement is declared effective (and will in any event use reasonable best efforts to convene such meeting no later than fifty-five (55) calendar days after the Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such purposes (the “Company Meeting”) to consider and to obtain the Company Shareholder Approval. Subject to Section 5.06(c), the Company Board shall at all times prior to and during such 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 Meeting whether or not (x) the Company’s Board of Directors shall have effected a Company Change of Recommendation or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The CBTC Board Company shall recommend not, without the prior written consent of Parent, adjourn or postpone the Company Meeting; provided that the CBTC Company may, without the prior written consent of Parent, adjourn or postpone the Company Meeting (A) if, as of the time for which the Company Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), 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 the Company Meeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company 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, 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 Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is four (4) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established a record date for the Company Meeting, the Company shall not change such record date or establish a different record date for the Company Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Charter or the Company Bylaws 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 approve and adopt in connection with the approval of this Agreement and the transactions contemplated hereby; provided ) that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly Company shall propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if be acted on by 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 shareholders of the fiduciary duties of Company at 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawCompany Meeting.

Shareholder Approval. CBTC (a) Company shall as promptly as practicable, but in any event within forty-five (45) days after the date hereof, prepare a proxy statement relating to the Company Shareholders Meeting (the “Proxy Statement”) that conforms with the requirements of the CBCA and applicable Law, including the requirements of any federal or state securities Law, and mail to its shareholders as promptly as reasonably practicable, the Proxy Statement and all other customary proxy or other materials for meetings such as the Company Shareholders Meeting and, to the extent required by applicable Law, as promptly as reasonably practicable prepare and distribute to Company shareholders any 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, 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 any amendments or supplements thereto, prior to disseminating to the shareholders of Company, and Company shall consider any comments proposed by Parent in good faith. Parent agrees promptly to takenotify Company if at any time prior to the Company Shareholders Meeting any information provided by Parent 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 applicable law the CBCA and the CBTC Company Articles of Incorporation and the CBTC BylawsCompany Bylaws to duly call, all action necessary to give notice of, convene an appropriate 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 consider and vote upon the approval 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 other matters 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 Shareholders Meeting (i) to the extent required by applicable Law, (ii) if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Voting Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (iii) with the prior written consent of Parent (which shall not be unreasonably withheld, 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 be approved by CBTC’s shareholders for consummation obtained at the Company 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 Merger Company Shareholders Meeting; provided, that no such adjournments or postponements shall delay the Company Shareholders Meeting by more than forty-five (including 45) days from the originally scheduled date. During any such period of adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board Company shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail continue in all respects to make such recommendation, 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 comply with its financial advisor with respect to financial matters obligations under this Section 6.3 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to Section 6.8. Except as set forth in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change6.3, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the 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 Company shall not be required have any obligation to propose any such adjustments); and (c) postpone or adjourn the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawCompany Shareholders Meeting.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate (a) Southside shall call a special meeting of its shareholders to consider and vote be held as soon as is reasonably possible for the purpose of voting upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of Agreement, the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that , including, but not limited to, the CBTC Board may fail to make such recommendation, 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 issuance of the fiduciary duties Surviving Corporation Common Stock in the Merger. In connection with such meeting, Allegiant shall prepare, subject to the review and consent of Southside, the Joint Proxy Statement/Prospectus (which shall be part of the members Registration Statement to be filed with the SEC by Southside) and mail the same to the shareholders of Southside. The Board of Directors of Southside shall submit for approval of Southside's shareholders the CBTC matters to be voted upon at such meeting. The Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changeof Directors of Southside hereby does and will recommend this Agreement, the CBTC Board shall provide written notice Merger and the transactions contemplated hereby to United (a “Notice the shareholders of Recommendation Change”) Southside and use its reasonable best efforts to obtain any vote of its intent Southside's shareholders necessary for the approval of this Agreement, subject to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); 4.03. (b) after providing Allegiant shall call a special meeting of its shareholders to be held as soon as is reasonably possible for the purpose of voting upon this Agreement, the Merger and the transactions contemplated hereby. In connection with such Notice meeting, Allegiant shall prepare, subject to the review and consent of Recommendation ChangeSouthside, CBTC the Joint Proxy Statement/Prospectus (which shall negotiate in good faith be part of the Registration Statement to be filed with United (if requested the SEC by UnitedSouthside) and provide United 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, the Merger and the transactions contemplated hereby to the shareholders of Allegiant and use its reasonable opportunity during best efforts to obtain any vote of Allegiant's shareholders necessary for the subsequent five (5) business day period to make such adjustments in the terms and conditions approval of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawAgreement.

Shareholder Approval. CBTC agrees (a) Upon the election of Acquiror, the Company shall take all steps necessary to takeeither (i) solicit written consents, in accordance with applicable law form and substance acceptable to Acquiror, from its Shareholders as promptly as practicable after the date of this Agreement for the purpose of consenting to the approval of this Agreement and the CBTC Articles Merger or (ii) duly call, give notice of, convene and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders to consider and vote Shareholders as promptly as practicable after the date of this Agreement for the purpose of voting 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 Special Meeting”), as promptly as practicable after provided, however that if Acquiror initially elects to have the Registration Statement is declared effective. The CBTC 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 clause (ii) above. (b) Management and the Board shall recommend that to the CBTC shareholders approve and adopt Shareholders approval of this Agreement, including the Agreement Merger, and the transactions contemplated hereby; provided that the CBTC Board may , together with any matters incident thereto, and shall not (i) fail to make such recommendation, or changemake, withdraw, modify or qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a any manner that is adverse to United, Acquiror such recommendation or (ii) take any other action or make any other public statement inconsistent with such recommendation (an collectively, a “Adverse Recommendation ChangeChange in Recommendation”), if in each case except as and to the CBTC Board hasextent expressly permitted by Section 7.8. The Company shall (A) use its best efforts to obtain the Requisite Shareholder Approval and (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 shall submit this Agreement and the Merger to the Shareholders for approval and adoption as provided by Nevada Law and the Company’s articles of incorporation and bylaws. Without limiting the generality of the foregoing, after having consulted unless this Agreement is terminated in accordance with its financial advisor with respect terms, the Company agrees to financial matters submit this Agreement and having consulted with the Merger to the Shareholders whether or not (1) a Change in Recommendation shall have occurred and considered (2) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the advice Company or any 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawadvisors.

Shareholder Approval. CBTC (a) Company agrees to take, in accordance with applicable law Law, the Articles of Organization of Company and the CBTC Articles and the CBTC BylawsBylaws of Company, all action necessary to convene an appropriate a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTCCompany’s shareholders for in order to permit consummation of the Merger transactions contemplated by this Agreement (including any adjournment or postponement, the “CBTC Company Meeting”) and, subject to Section 6.07, shall take all lawful action to solicit 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”) and shall not make a Company Adverse Recommendation Change, except in accordance with this Section 6.02. Company shall engage a proxy solicitor reasonably acceptable to 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 (each, 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 receiving the advice of its outside counsel and, with respect 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 promptly 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 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 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(a) and any further adjournment or postponement of the Company Meeting shall require the prior written consent of Buyer. (b) Company shall use its reasonable best efforts to cause the Company Meeting to occur as soon as reasonably practicable after the Registration Statement is has been declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees The Company shall provide each shareholder entitled to takevote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which meeting shall be held no later than August 15, 2011 (the “Shareholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of a resolution (the “Resolution”) making the Exchange Cap (as defined in the Notes and the Warrants) inapplicable with respect to issuances of Common Stock in excess thereof and approving any change of control and/or other matter requiring approval which results from the issuance of the Securities in connection with this Agreement in accordance with applicable law and the CBTC Articles rules and the CBTC Bylaws, all action necessary regulations of Principal Market (such affirmative approval being referred 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, herein as the “CBTC MeetingShareholder Approval”), as promptly as practicable after and the Registration Statement is declared effectiveCompany shall use its best efforts to solicit its shareholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolution. The CBTC Board Company shall recommend that be obligated to seek to obtain the CBTC shareholders approve and adopt Shareholder Approval by the Agreement and Shareholder Meeting Deadline. If, despite the transactions contemplated hereby; provided that Company’s best efforts the CBTC Board may fail to make such recommendation, Shareholder Approval is not obtained on 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 Changethe Shareholder Meeting Deadline, the CBTC Board Company shall provide written notice cause an additional Shareholder Meeting to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to held every three (3) business days following months thereafter until such Shareholder Approval is obtained. Until Shareholder Approval is obtained, the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation ChangeCompany shall not, CBTC shall negotiate directly or indirectly, issue or sell, or, in good faith accordance with United (if requested by United) and provide United reasonable opportunity during the 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach Section 2 of the fiduciary duties Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities) for consideration per share (determined in accordance with Section 2 of the members Warrants) less than the Conversion Price at any time while any of the CBTC Board under applicable lawNotes or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion.

Shareholder Approval. CBTC agrees (a) The Bank shall use its reasonable efforts to take, take all actions in accordance with applicable law and the CBTC Articles of Association and Bylaws of the CBTC Bylaws, all action Bank reasonably necessary to duly call, give notice of, convene an appropriate and hold a special meeting of its shareholders the holders of Bank Stock (the “Bank Shareholder Meeting”) to be held on the earliest practicable date determined in consultation with Parent to consider and vote upon approval of the approval Merger, this Agreement and the 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 any the other matters required to be approved or adopted in order to consummate the transactions contemplated by CBTCthis Agreement, and the board of directors of the Bank shall recommend to the Bank’s shareholders for consummation the approval and adoption of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the this Agreement and the other matters required to be approved or adopted in order to consummate the transactions contemplated hereby; provided that by this Agreement. Notwithstanding the CBTC Board foregoing, the board of directors of the Bank may fail to make such recommendation, or change, withdraw, qualify or modify, condition or publicly propose refuse to change, withdraw, qualify recommend the adoption of this Agreement and the other matters required to be approved or modify, adopted in a manner that is adverse order to United, any such recommendation (an “Adverse Recommendation Change”), carry out the intentions of this Agreement 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 board of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach directors of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeBank determines, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counseladvisors, that the failure to take such action would be reasonably likely to constitute a breach of the inconsistent with its fiduciary duties of the members of the CBTC Board obligations under applicable law. Notwithstanding the foregoing, this Agreement and such other matters shall be submitted to the shareholders of the Bank at a special meeting for the purpose of approving the 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 withdrawn, modified, conditioned or refused to recommend the adoption of this Agreement and such other matters in accordance with the terms of this Agreement, then in submitting this Agreement to the Bank’s shareholders, the board of directors of the Bank may submit this Agreement to the Bank’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended).

Shareholder Approval. CBTC agrees (a) Banknorth shall duly take all lawful action to takecall, in accordance with applicable law give notice of, convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders as promptly as practicable following the date upon which the Registration Statement becomes effective (the “Banknorth Shareholders Meeting”) for the purpose of obtaining the Required Banknorth Vote and, subject to consider and vote upon 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 matters required to be approved by CBTC’s shareholders for consummation of action or make any other public statement in connection with the Merger Banknorth Shareholders Meeting inconsistent with such recommendation (including any adjournment or postponementcollectively, the a “CBTC MeetingChange in Banknorth Recommendation”), except as promptly as practicable after and to the Registration Statement is declared effectiveextent expressly permitted by Section 6.3(b). The CBTC Board Notwithstanding any Change in Banknorth Recommendation, this Agreement shall recommend that be submitted to the CBTC shareholders approve and adopt of Banknorth at the Banknorth Shareholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 the Migratory Merger and having consulted with and considered nothing contained in this Section 6.3 or Section 6.4 shall be deemed to relieve Banknorth of such obligation. In addition to the advice foregoing, Banknorth shall not submit to the vote of its shareholders any Acquisition Proposal 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 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 legal counsel, determined determines in good faith that the failure to make an Adverse Recommendation Change take such action would be reasonably likely to constitute result in a breach violation of the its fiduciary duties of the members of the CBTC Board under applicable law; provided that: , and (aiii) prior 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 making an Adverse Recommendation Changeall of the adjustments which may be offered by TD pursuant to clause (C) below, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”B) has notified TD, at least five Business Days in advance, of its intent intention to announce an Adverse Recommendation effect a Change on in Banknorth Recommendation, specifying the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable such Superior Proposal (and include furnishing to TD a copy thereof with all accompanying documentationof the relevant proposed transaction agreements, if in writing)such exist, and identify with the Person party making such Superior Proposal, if applicable Proposal and (it being understood that any amendment to any material term C) during the period of such Superior Proposal shall require a new Notice not less than five Business Days following Banknorth’s delivery of Recommendation Change, except that, in such case, the five (5) business day period notice referred to in this Section 7.02 shall be reduced clause (B) above and prior to three (3) business days following the delivery of effecting such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changea Change in Banknorth Recommendation, CBTC shall negotiate has negotiated, and has used reasonable best efforts to cause its financial and legal advisors to negotiate, with TD in good faith with United (if requested by Unitedto the extent that TD desires to negotiate) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board so that such Acquisition Proposal ceases to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and constitute a Superior Proposal. (c) As promptly as practicable after the CBTC Boardexecution of this Agreement, following such five (5) business day periodBanknorth, determines in good faithacting as the sole stockholder of Banknorth Delaware, after consultation with its financial advisors and outside counselshall, that the failure to take such action would be reasonably likely to constitute at a breach meeting of the fiduciary duties sole stockholder of Banknorth Delaware which meeting Banknorth shall cause Banknorth Delaware to hold, (i) adopt this Agreement in respect of the members Migratory Merger and the Acquisition Merger and (ii) irrevocably waive any right of appraisal with respect to the CBTC Board under applicable lawAcquisition Merger or the right to dissent from the Acquisition Merger that Banknorth may have.

Shareholder Approval. CBTC (a) WFD agrees to take, in accordance with applicable law law, the Articles of Organization, as amended, and the CBTC Articles Amended and the CBTC BylawsRestated Bylaws of WFD, all action necessary to convene an appropriate 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 CBTCWFD’s shareholders for in order to permit consummation of the Merger transactions contemplated by this Agreement (including any adjournment or postponement, the “CBTC WFD Meeting”)) and, as promptly as practicable 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 Registration Statement is declared effectiveinitial mailing of the Joint Proxy Statement/Prospectus to shareholders of WFD pursuant to Section 5.05, and in any event 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 prior approval of CBNK, no other matters shall be submitted for the approval of WFD shareholders at the WFD Meeting. The CBTC WFD Board shall at all times prior to and during the WFD Meeting recommend that adoption of this Agreement by the CBTC shareholders approve of WFD and adopt 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) 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 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 hereby; provided 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 CBTC prior approval of WFD, no other matters shall be submitted for the approval of CBNK shareholders at the CBNK Meeting. The CBNK Board may fail shall at all times prior to and during the CBNK Meeting recommend adoption of this Agreement by the shareholders of CBNK (the “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, or change, withdraw, qualify or modify, or publicly propose except as and 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 notice to United extent expressly permitted by Section 5.11 (a “Notice Change in Recommendation”). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of Recommendation Change”) of its intent CBNK for their approval at the CBNK Meeting and nothing contained herein shall be deemed to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery relieve CBNK of such notice, which notice shall specify any material terms obligation (unless and conditions of any applicable Superior Proposal (and include a copy thereof until this agreement is terminated in accordance with all accompanying documentation, if in writingSection 7.01), and identify the Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit 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 its shareholders for consummation 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 Merger Company Articles and the Company Bylaws, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Company Shareholders’ Meeting”), to be held as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of effectiveness of the Form S-4, 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. Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting 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 Recommendation permitted hereunder, then the Board of 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 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 is declared effectiveor 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. The CBTC In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.7, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees (a) CLBH shall submit to take, in accordance with applicable law and the CBTC Articles and the 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 CBTCshareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, CLBH shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold CLBH’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), Shareholders’ Meeting as promptly as reasonably practicable after for the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve purpose of considering and adopt the voting on approval and adoption of this Agreement and the transactions contemplated hereby; provided for in this Agreement. CLBH’s board of directors shall recommend that its shareholders approve this Agreement in accordance with the CBTC Board may fail NCBCA and shall include such recommendation in the proxy statement delivered to make such recommendationshareholders of CLBH, or changeexcept to the extent 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 propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedFBNC, the CLBH Recommendation, or (ii) approve or recommend, or propose publicly to approve or recommend, any such recommendation Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, if prior to the CBTC Board hasreceipt of Requisite CLBH Shareholder Approval, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice CLBH’s board of its outside legal counsel, determined that the failure to directors may make an Adverse Recommendation Change would be reasonably likely to constitute 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 the 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 of the members of the CBTC Board to CLBH and its shareholders under applicable law; provided that: Law; (aC) prior to making an Adverse Recommendation Change, the CBTC Board shall provide CLBH’s board of directors provides written notice to United (a “Notice of Recommendation Change”) to FBNC of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth (5th) third business day following delivery of such notice, which notice shall specify any the material terms and conditions of any applicable 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, if applicable Proposal (it being understood that any amendment to any material term of such Superior Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) three business day period referred to in this Section 7.02 clause (C) and in clauses (D) and (E) shall be reduced to three two (32) business days following the delivery giving of such new Notice of Recommendation Change); ; (bD) after providing such Notice of Recommendation Change, CBTC CLBH shall negotiate in good faith with United FBNC (if requested by UnitedFBNC) and provide United FBNC reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board CLBH board of directors to proceed without an Adverse Recommendation Change (it being understood provided, however, that United the FBNC shall not be required to propose any such adjustments); and and (cE) the CBTC BoardCLBH’s board of directors, following such five (5) three business day period, again determines in good faith, after consultation with its financial advisors and outside counsel, that the such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would be reasonably likely to constitute a breach of the inconsistent with their fiduciary duties of the members of the CBTC Board to CLBH and its shareholders under applicable lawLaw.

Shareholder Approval. CBTC (a) BHB agrees to take, in accordance with applicable law law, the Articles of Incorporation, as amended, and the CBTC Articles Amended and the CBTC BylawsRestated Bylaws of BHB, all action necessary to convene an appropriate 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 CBTCBHB’s shareholders for in order to permit consummation of the Merger transactions contemplated by this Agreement (including any adjournment or postponement, the “CBTC BHB Meeting”)) and, as promptly as practicable 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 Registration Statement is declared effectiveinitial mailing of the Joint Proxy Statement/Prospectus to shareholders of BHB pursuant to Section 5.05, and in any event 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 prior approval of LSBG, no other matters shall be submitted for the approval of BHB shareholders at the BHB Meeting. The CBTC BHB Board shall at all times prior to and during the BHB Meeting recommend that adoption of this Agreement by the CBTC shareholders approve of BHB and adopt 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 hereby; provided 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 by such shareholders. LSBG agrees to use its reasonable best efforts to 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 CBTC prior approval of BHB, no other matters shall be submitted for the approval of LSBG shareholders at the LSBG Meeting. The LSBG Board may fail shall at all times prior to and during the LSBG Meeting recommend adoption of this Agreement by the shareholders of LSBG (the “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, or change, withdraw, qualify or modify, or publicly propose except as and 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 notice to United extent expressly permitted by Section 5.11 (a “Notice Change in Recommendation”). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of Recommendation Change”) of its intent LSBG for their approval at the LSBG Meeting and nothing contained herein shall be deemed to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery relieve LSBG of such notice, which notice shall specify any material terms obligation (unless and conditions of any applicable Superior Proposal (and include a copy thereof until this agreement is terminated in accordance with all accompanying documentation, if in writingSection 7.01), and identify the Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC The Company agrees to take, in accordance with applicable law Law and the CBTC Company Articles and the CBTC Company 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 promptly soon as practicable after the Registration Statement 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 Shareholder Meeting”) to consider and to obtain the Company Shareholder Approval. The CBTC Subject to Section 6.9(b)-(c), the Board of Directors of the Company shall at all times prior to and during such special meeting recommend that such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the CBTC shareholders approve and adopt “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the transactions contemplated herebyMerger shall be submitted to the Company’s shareholders at the Company Shareholder Meeting whether or not (x) the Board of Directors of the Company shall have effected 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 Meeting; provided that the CBTC Board may fail to make such recommendationCompany may, without the prior written consent of Parent, adjourn or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that postpone the Company Shareholder Meeting (A) if on the date on which the Company Shareholder Meeting 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 Changeoriginally scheduled, the CBTC Board Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on adjourn the fifth (5th) business day following delivery of Company Shareholder Meeting until such noticedate as shall be mutually agreed upon by the Company and Parent, which notice date 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 Person 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 not be less than five (5) business day period referred days nor more than ten (10) days after the date of adjournment, and subject to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the CBTC Board solicitation of proxies from shareholders relating to proceed without an Adverse Recommendation Change the Company Shareholder Approval, (it being understood that United shall not be required to propose any such adjustments); and (cB) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counselParent, that if the failure to take adjourn or postpone the Company 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, or (C) after consultation with the 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 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, the Company shall not change such action would be reasonably likely record date or establish a different record date for the Company Shareholder Meeting without the prior written consent of Parent, unless required to constitute a breach of do so by applicable Law or the fiduciary duties of Company Articles or the members of the CBTC Board under applicable lawCompany Bylaws.

Shareholder Approval. CBTC agrees to take(a) UST, in accordance consultation with applicable law and the CBTC Articles and the CBTC BylawsSCHWAB, will take all action actions necessary to convene call and hold an appropriate annual or a special meeting of its UST 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 promptly soon as practicable after the Registration Statement is S-4 has been declared effectiveeffective by the SEC and under all applicable state securities laws for the purpose of approving the Merger and adopting the plan of merger (within the meaning of Section 902 of the NYBCL) contained in this Agreement (and any other documents or actions necessary to the consummation of the Merger). The CBTC Board of Directors of UST shall at all times recommend to UST's shareholders that such shareholders vote in favor of the CBTC shareholders approve Merger and adopt neither the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendationof Directors of UST, or change, withdraw, qualify nor any committee thereof shall withdraw or modify, or propose publicly propose to change, withdraw, qualify withdraw or modify, in a manner adverse to SCHWAB or MERGER SUB, the approval or recommendation by such Board of Directors or any such committee of this Agreement or the Merger, except in the case of a termination of this Agreement by UST that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if in compliance with Section 8.5 hereof. Without limiting 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 generality of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changeforegoing, the CBTC Board obligations of UST under this Section shall provide written notice not be altered by the commencement, public proposal, public disclosure or communication to United (a “Notice of Recommendation Change”) of UST or its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions shareholders of any applicable Superior Takeover Proposal (and include a copy thereof with as defined below). The Board of Directors of UST shall at all accompanying documentation, if in writing), and identify the Person making such Superior times recommend to UST's shareholders that they reject any Takeover Proposal, if applicable (it being understood except in the case of a termination of this Agreement by UST that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, is in such case, the five (5) business day period referred to in this compliance with Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); 8.5 hereof. (b) after providing such Notice of Recommendation ChangeNothing contained in this Agreement shall prohibit UST from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to UST's shareholders if, CBTC shall negotiate in the good faith with United (if requested by United) and provide United reasonable opportunity during judgment of the subsequent five (5) business day period to make such adjustments in the terms and conditions Board of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faithDirectors of UST, after consultation with its financial advisors and outside counsel, that the failure so to take such action disclose would be reasonably likely to constitute a breach violation of the fiduciary duties of the members of the CBTC Board its obligations under applicable 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 purposes of this Agreement, except as provided in Section 8.1(f). Subject to the immediately preceding two sentences, neither UST not its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, its recommendation in favor of the Merger or approve or recommend, or propose publicly to approve or recommend, a Takeover Proposal other than by reason of termination of this Agreement in compliance with Section 8.5 hereof.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit 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 its shareholders for consummation 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 Merger Company Certificate and Company Bylaws, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Shareholders’ Meeting”), as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of effectiveness of the Form S-4, 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 6.8, 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 approving this Agreement (the “Company Shareholder Approval”). Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Shareholders’ Meeting 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 Recommendation permitted hereunder, then the Board of 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 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 is declared effectiveor 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. The CBTC In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.8, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees Notwithstanding anything to takethe contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, in accordance with applicable law the parties hereto acknowledge and agree that the CBTC Articles and obligation of Diversus hereunder to consummate the CBTC Bylawstransactions contemplated by this Agreement, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of Standby Agreement or any other agreement contemplated by this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of or the Merger Standby Agreement (including any adjournment or postponementsuch agreements, the “CBTC MeetingTransaction 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 Transaction Agreements and the Transactions to its shareholders within ten (10) days of receipt of a copy of the “Litigation Termination” (defined below). If Diversus does not receive the Shareholder Approval prior to (i) if such matters are submitted to a vote of shareholders at a meeting thereof called for the purpose of seeking a vote on such matters, as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend final adjournment of such meeting, or (ii) if 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 CBTC shareholders approve Shareholder Approval shall be incapable of being obtained or (y) the close of business on the 30th calendar day following the date 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 contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, the parties hereto acknowledge and adopt agree that, solely in the Agreement and case that Shareholder Approval is not obtained for the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 herein 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.Standby Agreement

Shareholder Approval. CBTC (a) Company agrees to take, in accordance with applicable law Law, the Articles of Organization of Company and the CBTC Articles and the CBTC BylawsBylaws of Company, all action necessary to convene an appropriate a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTCCompany’s shareholders for in order to permit consummation of the Merger transactions contemplated by this Agreement (including any adjournment or postponement, the “CBTC Company Meeting”) and, subject to Section 6.07, 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 this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”) and shall not make a Company Adverse Recommendation Change, except in accordance with Section 6.07. Company shall engage a proxy solicitor reasonably acceptable to 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 (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, 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 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(a) and any further adjournment or postponement of the Company Meeting shall require the prior written consent of Buyer. (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 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 promptly reasonably requested by 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 Meeting to occur as soon as reasonably practicable after the Registration Statement is has been declared effective. The CBTC Board shall recommend that effective and on the CBTC shareholders approve and adopt same date, with the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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) Company Meeting occurring prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawBuyer Meeting.

Shareholder Approval. CBTC agrees to take(a) As soon as reasonably practicable following the date hereof, Consumers shall take all action necessary in accordance with applicable law the Exchange Act, the laws of the Commonwealth of Pennsylvania and its Articles of Incorporation and Bylaws to call and give notice of a meeting (the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting "Meeting") of its shareholders to consider and vote upon the approval and adoption of this Agreement 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 their fiduciary duties as advised by counsel, shall recommend without qualification of any nature that Consumers' shareholders vote to approve and adopt the Plan of Merger and any other matters required to be approved submitted to Consumers' shareholders in connection therewith. The Board of Directors of Consumers shall use commercially reasonable efforts to solicit and secure from shareholders of Consumers such approval and adoption, subject to their fiduciary duties as advised by CBTC’s shareholders for consummation counsel, which efforts shall include causing Consumers to solicit shareholder proxies therefor and advising LaSalle promptly upon its request from time to time as to the status of the Merger (including shareholder vote then tabulated. With regard to any adjournment or postponementshares of Consumers' Common Stock held by the ESOP, the “CBTC Meeting”)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 the terms of the ESOP, as promptly as practicable after Sections 404 and 406 of ERISA, and Section 4975 of the Registration Statement is declared effective. The CBTC Board Code. (b) Consumers shall recommend that prepare and file with the CBTC shareholders approve and adopt SEC under the Agreement Exchange Act and the transactions contemplated hereby; provided that rules and regulations promulgated by the CBTC Board may fail SEC thereunder within 15 days following the date hereof, a preliminary draft of the Proxy Statement. 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 make such recommendationLaSalle 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 change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any the absence of 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 Changereview, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions termination of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 casewaiting period of, the five (5) business day period referred SEC, Consumers shall cause to in this Section 7.02 shall be reduced mailed a definitive Proxy Statement to three (3) business days following its shareholders entitled to vote on the delivery Plan of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees (a) The Granite Board has resolved to take, in accordance with applicable law recommend to the Granite stockholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit 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 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, Granite shall (i) take all lawful action to duly call, give notice of, convene and hold a meeting of its stockholders for consummation the purpose of obtaining the adoption of this Agreement and the approval of the Merger (including any adjournment or postponement, the “CBTC Granite Stockholders Meeting”) by the holders of a majority of the outstanding shares of Granite Stock entitled to vote thereon (the “Granite Stockholder Approval”), (ii) use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Granite’s stockholders and (iii) subject to Section 5.08, include the Granite Recommendation in the Joint Proxy Statement/Prospectus. The Granite Board shall not directly or indirectly (x) withdraw, modify or qualify in any manner adverse to FNB such Granite Recommendation or (y) take any other action or make any other public statement in connection with the Granite Stockholders Meeting, or in reference to an Acquisition Proposal, that is inconsistent with such Granite Recommendation except as and to the 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 advisable to secure the Granite Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, after consultation with FNB, Granite may adjourn or postpone the Granite Stockholders Meeting to the extent necessary to 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. The CBTC Board effective under the Securities Act, FNB shall recommend that (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 CBTC shareholders approve and adopt “FNB Shareholders Meeting”) for the Agreement and purpose of obtaining approval of amendments to FNB’s certificate of incorporation necessary to consummate the transactions contemplated hereby; provided that , including, without limitation, the CBTC Board may fail issuance of the shares of FNB Common Stock in the Merger (the “FNB Shareholder Approval”) and (ii) use its reasonable best efforts to make such recommendation, or change, withdraw, qualify or modify, or publicly propose cause the Joint Proxy Statement/Prospectus to change, withdraw, qualify or modify, in a manner that is adverse be mailed to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect FNB’s shareholders. Subject 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 FNB Board, (i) the CBTC FNB Board under applicable law; provided that: shall make the FNB Recommendation and include such recommendation in the Joint Proxy Statement/Prospectus, and (aii) prior neither the FNB Board nor any committee thereof shall withdraw or modify, or propose or resolve to making an Adverse Recommendation Changewithdraw or modify in a manner adverse to Granite, the CBTC Board shall provide written notice FNB Recommendation. Subject to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members FNB Board, FNB shall take all action that is both commercially reasonable and lawful to solicit from its shareholders proxies in favor of the CBTC Board under applicable lawFNB 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 Granite, may adjourn or postpone the FNB Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint 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 constitute a quorum necessary to conduct the business of the FNB Meeting.

Shareholder Approval. CBTC agrees “Shareholder Approval” means: such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to takethe issuance of the July 2023 Securities, including the issuance of the Securities pursuant to this Agreement, in accordance with applicable law excess of 19.99% of the issued and outstanding Common Stock on the CBTC Articles and Closing Date (the CBTC Bylaws“Exchange Cap”, all action necessary which is equal to convene an appropriate 1,351,670 shares of Common Stock). The Company shall hold a special meeting of its shareholders to consider and vote upon at the approval earliest practicable date after the date of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation the purpose of obtaining Shareholder Approval, with the recommendation of the Merger Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such approval is obtained, none of the July 2023 Buyers shall be issued in the aggregate, with respect to the July 2023 Securities, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the purchase price paid by such holder for the respective portion of the July 2023 Notes and the denominator of which is the aggregate purchase price paid by the July 2023 Buyers for the July 2023 Notes that are actually issued on the Closing Date (including any adjournment or postponementwith respect to each Buyer, the “CBTC MeetingExchange Cap Allocation”). In the event that any July 2023 Buyers shall sell or otherwise transfer any of such Buyer’s July 2023 Notes, as promptly as practicable after the Registration Statement is declared effective. The CBTC Board transferee shall recommend that the CBTC shareholders approve and adopt the Agreement be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the transactions contemplated hereby; provided that restrictions of the CBTC Board may fail prior sentence shall apply to make such recommendation, 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 transferee 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 portion of the fiduciary duties Exchange Cap Allocation allocated to such transferee. In the event that any holder of July 2023 Notes shall convert all of such holder’s July 2023 Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the members remaining holders of July 2023 Notes on a pro rata basis in proportion to the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice aggregate principal amount of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of July 2023 Notes then held by each 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawholder.

Shareholder Approval. CBTC agrees (a) The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit 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 its shareholders for consummation in order to carry out the intentions of this Agreement. Company shall duly take, in accordance with applicable law and the Merger (including any adjournment or postponementCompany Certificate and Company Bylaws, the “CBTC Meeting”)all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as promptly as reasonably practicable after the Registration Statement Form S-4 is declared effectiveeffective under the Securities Act by the SEC, for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholder Meeting”). The CBTC Board shall recommend 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 CBTC 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 approve and adopt without recommendation (although the resolutions approving this Agreement and as of the transactions contemplated herebydate 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 CBTC vote of its shareholders any Company Acquisition Proposal other than the Merger. (b) The Board may fail of Directors of Purchaser has resolved (i) to make 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 longer be in the best interests of Purchaser and its shareholders, and that such recommendationrestrictions shall cease to be effective as of the Effective Time, or change, withdraw, qualify or modify, or publicly propose and will submit to change, withdraw, qualify or modifyits 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 manner that meeting of its shareholders, as promptly as reasonably practicable after the Form S-4 is adverse to Uniteddeclared effective under the Securities Act by the SEC, any such recommendation for the purpose of obtaining the Purchaser Shareholder Approval (an the “Adverse Recommendation ChangePurchaser Shareholder Meeting”). The Board of Directors of Purchaser will use all reasonable best efforts to obtain from its shareholders the Purchaser Shareholder Approval. However, if the CBTC Board hasof Directors of Purchaser, after having consulted consultation with its financial advisor with respect to financial matters (and having consulted with and considered taking account of the advice of) counsel, determines in good faith that it would be more likely than not to result in a violation of its outside legal counselfiduciary duties under applicable law to continue to recommend the issuance proposal, determined that then in submitting the failure issuance proposal to make an Adverse Recommendation Change would be reasonably likely Purchaser’s shareholders, the Board of Directors of Purchaser may submit this Agreement to constitute a breach its shareholders without recommendation (although the resolutions approving this Agreement as of the fiduciary duties date hereof may not be rescinded or amended), in which event the Board of Directors of Purchaser may communicate the members basis for its lack of a recommendation to its shareholders in the CBTC Board under applicable Purchaser Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that: (a) prior 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 making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) relieve Purchaser of its intent obligation to announce an Adverse Recommendation Change submit this Agreement to its shareholders to a vote. (c) Company and Purchaser shall cooperate to schedule and convene the Company Shareholder Meeting and the Purchaser Shareholder Meeting on the fifth same date. (5thd) business day following delivery If on the date of the Company Shareholder Meeting, Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, Company shall adjourn the Company Shareholder Meeting until such noticedate as shall be mutually agreed upon by Company and Purchaser, which notice date shall specify any material terms and conditions not be less than 5 days nor more than 10 days after the date of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing)adjournment, and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment subject to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in 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. Company shall only be required to adjourn or postpone the Company Shareholder Meeting one time pursuant to this Section 6.3(d). (e) If on the date of the Purchaser Shareholder Meeting, Purchaser has not received proxies representing a sufficient number of shares of Purchaser Common Stock to obtain the Purchaser Shareholder Approval, Purchaser shall adjourn the Purchaser Shareholder Meeting until such date as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United 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. Purchaser shall only be required to propose any such adjustmentsadjourn or postpone the Purchaser Shareholder Meeting one time pursuant to this Section 6.3(e); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees to (a) Following the execution of this Agreement, First Savings shall take, in accordance with applicable law and the CBTC its Articles of Incorporation and the CBTC Bylaws, all action necessary to convene an appropriate a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the time when the Registration Statement becomes effective, subject to extension with the 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 be approved by the shareholders of First Savings in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Meeting”). (b) Subject to Section 7.5 hereof, First Savings shall cooperate with First Merchants in the preparation of the “Registration Statement” (as defined below) and use its reasonable best efforts to 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 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 Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; 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, except to the extent of any cash received in 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 opinion 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 transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCFirst Savings’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees Shelby County shall submit this Agreement and the Merger to take, its shareholders for approval at a meeting to be called and held in accordance with applicable law and the CBTC Articles of Incorporation and By-Laws of Shelby County on a date mutually acceptable to Shelby County and Blue River. Shelby County shall use its reasonable efforts to hold such meeting of shareholders no later than sixty (60) days following the date of this Agreement. In connection with such meeting of shareholders of Shelby County, (a) Shelby County shall deliver to its shareholders a proxy statement relating to the 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 recommend, by at least a majority vote, to Shelby County's shareholders that such shareholders approve this Agreement and the CBTC BylawsMerger and shall solicit proxies in favor of this Agreement from such shareholders (unless, all action necessary in the written opinion of counsel for Shelby County, the fiduciary duties of such Board might reasonably be found to convene an appropriate meeting prohibit such a recommendation, in which event the individual members of its shareholders the Board of Directors shall nevertheless remain personally obligated to consider vote in favor of this Agreement and vote upon the Merger pursuant to their personal undertakings set forth elsewhere in this Agreement). Immediately following the approval of this Agreement and any other matters required to be approved by CBTC’s the shareholders for consummation of the Merger (including any adjournment or postponementShelby County, the “CBTC Meeting”)Shelby County, as promptly as practicable after the Registration Statement is declared effective. The CBTC sole shareholder of SCSB, and the Board of Directors of SCSB shall recommend that each approve the CBTC shareholders approve Conversion and adopt the Agreement and Plan of Conversion. Shelby County shall use its reasonable efforts to cause Trident Financial Corporation ("Trident") to issue, no later than the transactions contemplated hereby; provided date of the Proxy Statement, Trident's written opinion ("Fairness Opinion") stating that the CBTC Board may fail Conversion Price is fair to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in the shareholders of Shelby County from 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 point 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 view. Shelby County shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 attach a copy thereof of Trident's fairness opinion to the proxy statement to be delivered to Shelby County's shareholders in connection with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term meeting of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to shareholders referenced in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law6.01.

Shareholder Approval. CBTC agrees (a) GSB shall submit to take, in accordance with applicable law the holders of GSB Common Stock and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of GSB Series A Preferred Stock this Agreement and any other matters required to be approved by CBTCits 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 its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold GSB’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), Shareholders’ Meeting as promptly as reasonably practicable after for the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve purpose of considering and adopt the voting on approval of this Agreement and the transactions contemplated hereby; provided for in this Agreement. GSB’s board of directors shall recommend that its shareholders approve this Agreement in accordance with the CBTC Board may fail S.C. Code and shall include such recommendation in the Proxy Statement/Prospectus delivered to make such recommendationshareholders of GSB, or changeexcept to the extent 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 propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedBuyer, the GSB Recommendation, or (ii) approve or recommend, or propose publicly to approve or recommend, any such recommendation Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, if prior to the CBTC Board hasreceipt of the Requisite GSB Shareholder Approval, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice GSB’s board of its outside legal counsel, determined that the failure to directors may make an Adverse Recommendation Change would be reasonably likely to constitute 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 the 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 of the members of the CBTC Board to GSB and its shareholders under applicable law; provided that: Law; (aC) prior to making an Adverse Recommendation Change, the CBTC Board shall provide GSB’s board of directors provides written notice to United (a “Notice of Recommendation Change”) to Buyer of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth third (5th3rd) business day following delivery of such notice, which notice shall specify any the material terms and conditions of any applicable 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, if applicable Proposal (it being understood that any amendment to any material term of such Superior Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) three business day period referred to in this Section 7.02 clause (C) and in clauses (D) and (E) shall be reduced to three two (32) business days following the delivery giving of such new Notice of Recommendation Change); ; (bD) after providing such Notice of Recommendation Change, CBTC GSB shall negotiate in good faith with United Buyer (if requested by UnitedBuyer) and provide United Buyer reasonable opportunity during the subsequent five three (53) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board GSB’s board of directors to proceed without an Adverse Recommendation Change (it being understood provided, however, that United Buyer shall not be required to propose any such adjustments); and and (cE) the CBTC BoardGSB’s board of directors, following such five three (53) business day period, again determines in good faith, after consultation with its financial advisors and outside counsel, that the such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would be reasonably likely to constitute a breach of the inconsistent with their fiduciary duties of the members of the CBTC Board to GSB and its shareholders under applicable lawLaw.

Shareholder Approval. CBTC agrees to (a) Following the execution of this Agreement, MBT shall take, in accordance with applicable law and the CBTC its Articles of Incorporation and the CBTC Bylaws, all action necessary to convene an appropriate a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the time when the Registration Statement becomes effective, subject to extension with the consent of First Merchants, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matter required to be approved by the shareholders of MBT in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Meeting”). (b) Subject to Section 7.5 hereof, MBT shall cooperate with First Merchants in the preparation of an appropriate proxy statement and other proxy solicitation materials (the “Proxy Statement”) and use its reasonable best efforts to obtain the requisite vote of MBT’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 MBT in connection with the Shareholder Meeting are solicited in compliance with the Michigan Business Corporation Act, the Articles of Incorporation and Bylaws of MBT, and all other applicable legal requirements. MBT 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, MBT’s Board of Directors shall recommend that MBT’s shareholders vote to approve this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCMBT’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate (a) Target shall call a meeting of its shareholders to consider and vote upon for the approval purpose of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of obtaining the Merger Target Requisite Shareholder Approval (including any meeting that occurs after any adjournment or postponement, the “CBTC Target Shareholder Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in substantially the terms and conditions set forth in this Agreement, and shall use its reasonable best efforts to cause such 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 Target Requisite Shareholder Approval, including by recommending that its shareholders vote in favor of this Agreement, on substantially the terms and conditions 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 as would enable to the CBTC contrary, Target is not obligated to convene the Target Shareholder Meeting or submit this Agreement to its shareholders if the Target Board to proceed without shall have made an Adverse Recommendation Change (it being understood as defined herein) in accordance with Section 6.9. (b) Each of Buyer and Target shall, and shall cause its respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that United shall not may be imposed on such Party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated by this Agreement, and (ii) to obtain (and to cooperate with the other Party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to propose be obtained by Target or Buyer or any such adjustments); of their respective Subsidiaries in connection with the Merger and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawother transactions contemplated by this Agreement.

Shareholder Approval. CBTC Company agrees to take, in accordance with applicable law law, the rules of the FINRA, the Articles of Organization of Company and the CBTC Articles and the CBTC BylawsBylaws of Company, all action necessary to convene an appropriate a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTCCompany’s shareholders for in order to permit consummation of the Merger transactions contemplated hereby (including any adjournment or postponement, the “CBTC Company Meeting”)) and, as promptly as practicable after 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 following the time when the Registration Statement is declared 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 CBTC Board board of directors of Company shall at all times prior to and during the Company Meeting recommend that approval of this Agreement by the CBTC shareholders approve of Company and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail shall not withhold, withdraw, amend or modify such recommendation in any manner adverse to Buyer or take any other action or make any other public statement inconsistent with such recommendation, or changeexcept as and to the extent expressly permitted by Section 5.09 (a “Change in Recommendation”). Notwithstanding any Change in Recommendation, withdraw, qualify or modify, or publicly propose Company shall submit this Agreement to change, withdraw, qualify or modifyits 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 such meeting, in a manner 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 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 do so would be reasonably likely to constitute 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 members of proxy solicitation results in connection with the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested Company Meeting as reasonably required by United) and provide United reasonable opportunity during the 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawBuyer.

Shareholder Approval. CBTC agrees (a) ASBB shall submit to take, in accordance with applicable law and the CBTC Articles and the 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 CBTCshareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, ASBB shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold ASBB’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), Shareholders’ Meeting as promptly as reasonably practicable after for the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve purpose of considering and adopt the voting on approval and adoption of this Agreement and the transactions contemplated hereby; provided for in this Agreement. ASBB’s board of directors shall recommend that its shareholders approve this Agreement in accordance with the CBTC Board may fail NCBCA and shall include such recommendation in the Proxy Statement/Prospectus delivered to make such recommendationshareholders of ASBB, or changeexcept to the extent 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 propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedBuyer, the ASBB Recommendation, or (ii) approve or recommend, or propose publicly to approve or recommend, any such recommendation Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, if prior to the CBTC Board hasreceipt of the Requisite ASBB Shareholder Approval, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice ASBB’s board of its outside legal counsel, determined that the failure to directors may make an Adverse Recommendation Change would be reasonably likely to constitute 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 the 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 of the members of the CBTC Board to ASBB and its shareholders under applicable law; provided that: Law; (aC) prior to making an Adverse Recommendation Change, the CBTC Board shall provide ASBB’s board of directors provides written notice to United (a “Notice of Recommendation Change”) to Buyer of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth (5th) third business day following delivery of such notice, which notice shall specify any the material terms and conditions of any applicable 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, if applicable Proposal (it being understood that any amendment to any material term of such Superior Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) three business day period referred to in this Section 7.02 clause (C) and in clauses (D) and (E) shall be reduced to three (3) two business days following the delivery giving of such new Notice of Recommendation Change); ; (bD) after providing such Notice of Recommendation Change, CBTC ASBB shall negotiate in good faith with United Buyer (if requested by UnitedBuyer) and provide United Buyer reasonable opportunity during the subsequent five (5) three business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board ASBB’s board of directors to proceed without an Adverse Recommendation Change (it being understood provided, however, that United Buyer shall not be required to propose any such adjustments); and and (cE) the CBTC BoardASBB’s board of directors, following such five (5) three business day period, again determines in good faith, after consultation with its financial advisors and outside counsel, that the such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would be reasonably likely to constitute a breach of the inconsistent with their fiduciary duties of the members of the CBTC Board to ASBB and its shareholders under applicable lawLaw.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit 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 its shareholders for consummation 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 Merger (including any adjournment or postponementCompany Articles and Company Bylaws, the “CBTC Meeting”)all action necessary to convene a meeting of its shareholders, as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve practicable, to consider and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions vote upon approval of this Agreement as would enable well as any other such matters. The Board of Directors of Company will use all reasonable best efforts to obtain from its shareholders a vote approving this Agreement. However, if the CBTC Board to proceed without an Adverse Recommendation Change of Directors of Company, after consultation with (it being understood that United shall not be required to propose any such adjustments); and (cbased on the advice of) the CBTC Board, following such five (5) business day periodoutside counsel, determines in good faithfaith that, after consultation with its financial advisors and outside counsel, because of the receipt by Company of an Acquisition Proposal that the failure Board of Directors of Company 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 take such action would be reasonably likely continue to constitute a breach 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 fiduciary duties 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 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 members latest material terms, conditions and identity of the CBTC Board under applicable lawthird 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 proposed by Purchaser. Nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit this Agreement to its shareholders for a vote. The Company shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger.

Shareholder Approval. CBTC 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 and the CBTC HopFed Articles and Bylaws (the CBTC Bylaws“HopFed Shareholders’ Meeting”) as soon as reasonably practicable after the date of this Agreement and the effectiveness of the 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, all 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 necessary 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 convene an appropriate meeting approve or adopt, any Acquisition Proposal (any of its shareholders the actions described in (i), (ii) or (iii), a “Change of Recommendation”). Notwithstanding the foregoing, at any time prior to consider and vote upon the approval of this Agreement and any by the Requisite HopFed Vote: (i) HopFed’s Board of Directors may make a Change of Recommendation if (A) other matters required to be approved by CBTC’s shareholders for consummation than in connection with or as a result of the Merger 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 (including any adjournment such material development or postponementchange in circumstances being referred to as an “Intervening Event”) (it being understood that in no event shall the receipt, the “CBTC Meeting”existence, or terms of an Acquisition Proposal constitute an Intervening Event), as promptly as practicable (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 Registration Statement is declared effective. The CBTC Board shall recommend event that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided HopFed Shareholders’ Meeting is scheduled to occur in less than three (3) business days, after First Financial receives written notice from HopFed that the CBTC HopFed Board may fail of Directors has determined that an Intervening Event requires the HopFed Board of Directors to make such recommendationeffect, or changecause HopFed to effect, withdrawa Change of Recommendation and describing in reasonable detail the circumstances underlying such determination (provided, qualify or modifya new notice shall be required with respect to any material change in circumstances and a new notice period of three (3) business days, or publicly propose shorter period in the circumstances above, shall begin), and (D) during such applicable period, HopFed engages in good faith negotiations with First Financial (to change, withdraw, qualify or modify, the extent that First Financial desires to negotiate) to amend this Agreement in such a manner that is adverse obviates the need for the HopFed Board of Directors to Unitedeffect, 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 such recommendation material breach of Section 5.6, the HopFed Board of Directors shall have determined in good faith (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted consultation with its outside financial advisor and legal advisors) that such Acquisition Proposal constitutes a Superior Proposal and that a failure to make a Change of Recommendation with respect to financial matters and having consulted with and considered the advice of such Superior Proposal would cause it to violate 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; , then the HopFed Board of Directors may, with respect to such Superior Proposal, (x) make a Change of Recommendation or (y) 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 if, in each case: A. HopFed has provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United First Financial (a “Notice of Recommendation ChangeSuperior Proposal”) advising First Financial that the HopFed Board of its intent to announce an Adverse Recommendation Change on Directors has received a Superior Proposal promptly after the fifth HopFed Board of Directors determines it has received a Superior Proposal (5thand in any event within two (2) business day following delivery days), stating that the HopFed Board of such notice, which notice shall specify any material Directors intends to make a Change of Recommendation or terminate this Agreement pursuant to Section 8.1(g) and describing in reasonable detail the terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 Changeand B. First Financial does not, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to within three (3) business days following of receipt of the delivery of such new Notice of Recommendation ChangeSuperior Proposal (the “Notice Period”), make a written offer or proposal to revise the terms of this Agreement (any such offer, a “Revised Transaction Proposal”) in a manner that the HopFed Board of Directors determines in good faith (after consultation with its outside financial and legal advisors), to be at least as favorable to HopFed’s shareholders as such Superior Proposal; (b) after providing such provided, however, that, during the Notice of Recommendation ChangePeriod, CBTC HopFed shall negotiate in good faith with United First Financial (if requested by Unitedto the extent First Financial desires to negotiate) and provide United reasonable opportunity regarding any Revised Transaction Proposal; provided, further, that any amendment to the terms of such Superior Proposal during the subsequent five Notice Period shall require a new written notice of the material terms of such amended Superior Proposal from HopFed and an additional three (53) business day period Notice Period, including with respect to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board HopFed’s obligations to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines negotiate in good faith, after consultation faith with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawFirst Financial.

Shareholder Approval. CBTC agrees (a) Interchange shall duly take all lawful action to takecall, in accordance with applicable law give notice of, convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders as promptly as practicable following the date hereof (the “Interchange Shareholders Meeting”) for the purpose of obtaining the Required Interchange Vote and, subject to consider and vote upon 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 matters required to be approved by CBTC’s shareholders for consummation of action or make any other public statement in connection with the Merger Interchange Shareholders Meeting inconsistent with such recommendation (including any adjournment or postponementcollectively, the a “CBTC MeetingChange in Interchange Recommendation”), except as promptly as practicable after and to the Registration Statement is declared effectiveextent expressly permitted by Section 7.3(b). The CBTC Board Notwithstanding any Change in Interchange Recommendation, this Agreement shall recommend that be submitted to the CBTC shareholders approve and adopt of Interchange at the Interchange Shareholders Meeting 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 transactions contemplated hereby; provided that foregoing, during the CBTC term of this Agreement Interchange shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, prior to obtaining the Required Interchange Vote, Interchange and the Interchange Board may fail effect a Change in Interchange Recommendation if and only to make the extent that: (i) Interchange has complied in all material respects with its obligations under Section 7.4, (ii) the Interchange Board, after consultation with its outside counsel, determines in good faith that failure to take such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, action would result 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 violation 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: , and (aiii) prior Interchange or the Interchange Board (A) has received an unsolicited bona fide written Acquisition Proposal from a third party which the Interchange Board concludes in good faith constitutes a Superior Proposal after giving effect to making an Adverse Recommendation Changeall of the adjustments which may be offered by TD Banknorth pursuant to clause (C) below, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”B) has notified TD Banknorth, at least five Business Days in advance, of its intent intention to announce an Adverse Recommendation effect a Change on in Interchange Recommendation, specifying the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable such Superior Proposal (and include furnishing to TD Banknorth a copy thereof with all accompanying documentationof the relevant proposed transaction agreements, if in writing)such exist, and identify with the Person making such Superior Proposal, if applicable Proposal and (it being understood that any amendment to any material term C) during the period of such Superior Proposal shall require a new Notice not less than five Business Days following Interchange’s delivery of Recommendation Change, except that, in such case, the five (5) business day period notice referred to in this Section 7.02 shall be reduced clause (B) above and prior to three (3) business days following the delivery of effecting such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changea Change in Interchange Recommendation, CBTC shall negotiate has negotiated, and has used reasonable best efforts to cause its financial and legal advisors to negotiate, with TD Banknorth in good faith with United (if requested by Unitedto the extent that TD Banknorth desires to negotiate) and provide United reasonable opportunity during the 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 so that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely Acquisition Proposal ceases to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSuperior Proposal.

Shareholder Approval. CBTC agrees (a) Upon the election of Acquiror, the Company shall take all steps necessary to takeeither (i) solicit written consents, in accordance with applicable law form and substance acceptable to Acquiror, from its Shareholders as promptly as practicable after the date of this Agreement for the purpose of consenting to the approval of this Agreement and the CBTC Articles Merger or (ii) duly call, give notice of, convene and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders to consider and vote Shareholders as promptly as practicable after the date of this Agreement for the purpose of voting 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 Special Meeting”), as promptly as practicable after provided, however that if Acquiror initially elects to have the Registration Statement is declared effective. The CBTC Company seek approval by written consent pursuant to clause (i) above or call a Special Meeting pursuant to clause (ii) above, Acquiror may change its election by providing notice to the Company. (b) Management and the Board shall recommend that to the CBTC shareholders approve and adopt Shareholders approval of this Agreement, including the Agreement Merger, and the transactions contemplated hereby; provided that the CBTC Board may , together with any matters incident thereto, and shall not (i) fail to make such recommendation, or changemake, withdraw, modify or qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a any manner that is adverse to United, Acquiror such recommendation or (ii) take any other action or make any other public statement inconsistent with such recommendation (an collectively, a “Adverse Recommendation ChangeChange in Recommendation”), if in each case except as and to the CBTC Board hasextent expressly permitted by Section 7.8. The Company shall (A) use its best efforts to obtain the Requisite Shareholder Approval and (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 shall submit this Agreement and the Merger to the Shareholders for approval and adoption as provided by Nevada Law and the Company’s articles of incorporation and bylaws. Without limiting the generality of the foregoing, after having consulted unless this Agreement is terminated in accordance with its financial advisor with respect terms, the Company agrees to financial matters submit this Agreement and having consulted with the Merger to the Shareholders whether or not (1) a Change in Recommendation shall have occurred and considered (2) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the advice Company or any of its outside legal counseladvisors. (c) Company and its Board shall cancel the previously set and publicly announced June 27, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach 2007, record date of the fiduciary duties Special Meeting, and upon the written request of Acquiror issue a press release, in form and substance satisfactory to Acquiror, publicly announcing such cancellation. Company and its Board shall set or postpone (i) the record date of the members of the CBTC Board under applicable law; provided that: Special Meeting (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions or of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if written consent in writing), and identify lieu of meeting consenting to the Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions approval of this Agreement as would enable and the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); Merger) and (cii) the CBTC Boarddate of any Special Meeting, following in each case on such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure dates as acceptable to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawAcquiror.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, (a) Company shall take all action steps necessary to duly call, give notice of, convene an appropriate and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”), to consider and vote be held as soon as practicable after the date on which the Form S-4 becomes effective, for the purpose of voting upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for the consummation of the Merger (including any adjournment or postponementtransactions 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 “CBTC MeetingCompany 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 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 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, Company will delay, postpone or adjourn the Company Shareholders’ Meeting as promptly as practicable after requested by Parent. (b) Prior to obtaining the Registration Statement is declared effective. The CBTC Company Shareholder Approval, if the Board shall recommend 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 CBTC 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 Recommendation in such disclosure. (d) Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (i) this Agreement shall be submitted to the shareholders approve of Company for the purpose of voting on the approval and adopt the adoption of this Agreement and the transactions contemplated hereby; provided that , and nothing contained herein shall be deemed to relieve Company of such obligation, and (ii) Company shall not submit to the CBTC Board may fail to make such recommendation, 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 vote of its outside legal counselshareholders any Alternative Proposal, determined that shall not enter into any contract or agreement providing for any Alternative Transaction and shall not permit 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions consummation of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawAlternative Transaction.

Shareholder Approval. CBTC agrees (a) The Company shall duly take all lawful action to takecall, in accordance with applicable law give notice of, convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders as promptly as reasonably practicable following the date upon which the Form F-4 becomes effective (the “Company Shareholders Meeting”) for the purpose of obtaining the Required Company Vote and, subject to consider and vote upon Section 7.3(b), shall take all lawful action to solicit the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation such shareholders. The board of directors of the Merger Company shall recommend approval of this Agreement by the shareholders of the Company (including any adjournment or postponement, the “CBTC MeetingCompany 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 promptly as practicable after and to the Registration Statement is declared effectiveextent expressly permitted by Section 7.3(b). The CBTC Board Notwithstanding any Change in Company Recommendation, this Agreement shall recommend that be submitted to the CBTC shareholders approve and adopt of the Company at the Company Shareholders Meeting for the purpose of approving this Agreement and nothing contained herein shall be deemed to relieve the transactions contemplated hereby; provided that Company of such obligation. In addition to the CBTC Board may fail foregoing, the Company shall not submit to make such recommendationthe vote of its shareholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, or changeprior to the date of the Company Shareholders Meeting, withdrawthe 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, 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 based on the advice of its outside legal counsel, determined determines in good faith that the failure to make an Adverse Recommendation Change would be take such action is reasonably likely to constitute result in a breach 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 fiduciary duties adjustments which may be offered by Parent pursuant to clause (C) below, (B) the Company has notified Parent, at least five (5) Business Days in advance, of its intention to effect a Change in Company Recommendation (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 notice to United (a “Notice of Recommendation ChangePeriod”) of its intent to announce an Adverse Recommendation Change on ), specifying the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify including the Person identity of the party making such Superior Proposal, if applicable (it being understood that any amendment ) and furnishing to any material term Parent a copy of the relevant proposed transaction agreements with the party making such Superior Proposal shall require and other material documents and (C) during the Notice Period, and in any event, prior to effecting such a new Notice of Recommendation Change, except that, Change in such caseCompany Recommendation, the five (5) business day period referred Company has negotiated, and has caused its financial and legal advisors to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changenegotiate, CBTC shall negotiate with Parent in good faith with United (if requested by Unitedto the extent Parent desires to negotiate) and provide United reasonable opportunity during the 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 so that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely Acquisition Proposal ceases to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSuperior Proposal.

Shareholder Approval. CBTC agrees 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 take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary Company’s shareholders for their consideration. The Board of Directors of Company will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval plan of merger contained in this Agreement and any other matters required to be approved or adopted by CBTC’s its shareholders for consummation 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 Merger (including any adjournment or postponementCompany Articles and Company Bylaws, the “CBTC Meeting”)all action necessary to convene a meeting of its shareholders, as promptly as practicable practicable, to consider and vote upon approval of the 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 fewer than 3 business days after the Registration Statement is declared effectiveShare Exchange Closing. The CBTC Board shall recommend that of Directors of Company will use all reasonable best efforts to obtain from its shareholders a vote approving and adopting the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, plan of merger contained in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”)this Agreement. However, if the CBTC Board hasof Directors of Company, after having consulted consultation with its financial advisor with respect to financial matters (and having consulted with and considered based on the advice of its outside legal of) 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faithfaith that, after consultation with its financial advisors and outside counselbecause 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 failure Board of Directors of Company concludes in good faith constitutes a Superior Proposal), it would violate its fiduciary duties under applicable law to take such action would be reasonably likely continue to constitute a breach recommend the 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 fiduciary duties 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 the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent 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 members latest material terms, conditions and identity of the CBTC Board under applicable lawthird 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 proposed by Parent (it being agreed that paragraph six of the Confidentiality Agreement will not preclude such a response or proposal).

Shareholder Approval. CBTC agrees to (a) Following the execution of this Agreement, IALB shall take, in accordance with applicable law and the CBTC its Articles of Incorporation and the CBTC Bylaws, all action necessary to convene an appropriate a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the time when the Registration Statement becomes effective, subject to extension with the consent of First Merchants, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the approval adoption of this Agreement and approval of the transactions contemplated hereby (including the Merger) and any other matter required to be approved by the shareholders of IALB in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Meeting”). (b) Subject to Section 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 use its reasonable best efforts to 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 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 vote to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCIALB’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, (a) The Company shall take all action necessary to duly call, give notice of, convene an appropriate meeting and hold the Shareholder Meeting as soon as reasonably practicable following the date hereof. In connection with the Shareholder Meeting, the Company 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 its 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 consider the extent required by applicable Law, prepare, file and vote 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 comply with all applicable Law applicable to 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 Meeting, not to 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’s Board of Directors shall recommend adoption and approval of this Agreement and any other matters required to be approved by CBTCthe Company’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC MeetingCompany Recommendation”), as promptly as practicable after and include such Company Recommendation in the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement Proxy Statement, and the transactions contemplated hereby; provided that Company shall take reasonable lawful action to solicit such adoption and approval. (d) Neither the CBTC Board may fail of Directors nor any committee thereof shall withhold, withdraw, qualify or modify (or publicly propose to make such recommendation, or changewithhold, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify), in a manner that is adverse to Unitedthe Purchaser, any such recommendation the Company Recommendation or fail to include the Company Recommendation in the Proxy Statement, or adopt, approve, recommend to propose to adopt, approve or recommend (publicly or otherwise), or fail to reject within five (5) Business Days of receipt, an Acquisition Proposal (an “Adverse Recommendation Change”); unless prior to the time the Shareholder Approval is obtained, if but not after, the CBTC Board has, of Directors determines in good faith (after having consulted consultation with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel) that the failure to do so would reasonably be expected to be inconsistent with their fiduciary duties under applicable Law, determined make an Adverse Recommendation Change, provided (i) the Company shall provide written notice to Purchaser (a “Notice of Adverse 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 (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 and/or the Transaction Documents so that the failure to make an Adverse Recommendation Change would no longer be reasonably likely to constitute a breach of inconsistent with the directors' fiduciary duties of the members of the CBTC Board under applicable lawLaw; provided that: (a) prior , in the event of any material revisions to making an Adverse Recommendation ChangeAcquisition Proposal, the CBTC Board Company shall provide deliver a new written notice to United 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 deemed to be a three (a “Notice of Recommendation Change”3) of its intent to announce an Adverse Recommendation Change on the 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 Person 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, Business-Day period rather than the five (5) business day Business-Day period referred first described above. (e) Notwithstanding the foregoing or anything to in this Section 7.02 the contrary herein, the Company shall not be reduced obligated to three (3) business days following prepare or file the delivery Proxy Statement or any amendments thereto, nor to distribute the Proxy Statement or solicit votes from Company stockholders pursuant to the Proxy Statement, nor convene and hold the Stockholder Meeting, from and after the date of such new Notice of Recommendation Change); (b) 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 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 any Adverse Recommendation Change (it being understood that United shall not be required or any action taken pursuant to propose any such adjustmentsSection 5.1(g); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees If the Exchange Approval Meeting has not occurred prior to takea Specified Termination Event, in accordance with applicable law and the CBTC Articles and the 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”)then, as promptly as practicable after following the Registration Statement occurrence of a Specified Termination Event, to the extent that Lionsgate is declared effective. The CBTC Board required by applicable stock exchange rules to obtain stockholder approval of the issuance of the Lionsgate Exchange Shares, Lionsgate shall recommend that prepare and file with the CBTC shareholders approve and adopt SEC, an appropriate proxy statement (the Agreement and “Proxy Statement”) seeking approval of the transactions contemplated hereby; 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 connection with such actions and the preparation of the Proxy Statement. Lionsgate shall duly give notice of, convene and hold a stockholders’ meeting (the “Stockholders’ Meeting”) as promptly as practicable following the date the Proxy Statement is filed, but no later than 120 days after the Specified Termination Event, for the purpose of seeking the Stockholder Approval (or adjournment of the Stockholders’ Meeting under certain circumstances) and shall, (a) recommend to its stockholders approval of the issuance of Lionsgate Exchange Shares and include in the Proxy Statement such recommendation and (b) use its reasonable best efforts to solicit such approval and obtain the Stockholder Approval. Once the Stockholders’ Meeting has been called and noticed, Lionsgate may only adjourn or postpone the Stockholders’ Meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided that to its stockholders in advance of a vote on the CBTC Board may fail to make such recommendationStockholder Approval, or change(y) if, withdrawas of the time for which the Stockholders’ Meeting is originally scheduled, qualify there are insufficient shares of Lionsgate common stock represented (either in person 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 by proxy) to constitute a breach quorum necessary to conduct the business of such meeting and, in any such case (clause (x) or (y)), only for a minimum period of time reasonable under such circumstance. Lionsgate shall ensure that the fiduciary duties of Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the members of the CBTC Board under Stockholders’ Meeting are solicited in compliance with applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeLaw, the CBTC Board shall provide written notice to United (a “Notice rules of Recommendation Change”) NYSE and the organizational documents of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawLionsgate.

Shareholder Approval. CBTC agrees If required by Nasdaq Rule 5635, use its best efforts to takeobtain Shareholder Approval as soon as practicable and shall file with the SEC a preliminary proxy statement seeking Shareholder Approval. If the Parent does not obtain the Shareholder Approval at such special meeting, then, each Loan Party will continue to use its best efforts to obtain the Shareholder Approval at a stockholder meeting (either at a succeeding special meeting or at the Parent’s annual stockholder meeting) following such special meeting until the Shareholder Approval is obtained. “Shareholder Approval” means approval of the holders of a sufficient amount of holders of the Common Stock to satisfy the shareholder approval requirements as provided in accordance with applicable law Nasdaq Rule 5635 to effectuate the issuance of the Conversion Shares, the Consideration Shares and the CBTC Articles and Warrant Shares in excess of the CBTC Bylawsmaximum amount of shares that can be issued without violating the 20% rule (the “Cap”), all action necessary subject to convene an appropriate meeting adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. At the meeting, the Board of Directors of Parent shall recommend that such proposal be approved, the Parent shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement, and all management-appointed proxyholders shall vote their proxies in favor of such proposal. Prior to consider and vote upon the approval date of this Agreement and any other matters required special meeting for the purposes of obtaining Shareholder Approval, the Parent shall use its reasonable best efforts to be approved by CBTC’s shareholders for consummation deliver to the Lender a voting agreement from the “Controlling Shareholders” voting in favor of the Merger (including any adjournment or postponementissuances of the Consideration Shares, Conversion Shares and Warrant Shares. For purposes hereof, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effectiveControlling Shareholders” shall mean ▇▇▇▇▇ ▇. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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”)entities controlled by him and any entities for which he has voting authority, if including ▇▇▇▇ Acquisition Partners IV LLC, and NKMax. Each Loan Party shall agree to use its best efforts to obtain Shareholder Approval. If the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered Parent does not obtain Shareholder Approval at 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 Changefirst meeting, the CBTC Board Parent shall provide written notice call a meeting as often as possible thereafter to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on seek Shareholder Approval until the fifth (5th) business day following delivery of Shareholder Approval is obtained. Until such noticeShareholder Approval is obtained, 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 Person making such Superior Proposal, if applicable (Lender agrees that 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 cannot be required to propose any such adjustments); and (c) issued Conversion Shares or Warrant Shares in an amount greater than the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawCap.

Shareholder Approval. CBTC (a) First Mutual agrees to take, in accordance with applicable law and the CBTC First Mutual Articles and the CBTC First Mutual Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable a special meeting of its shareholders stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTCFirst Mutual’s shareholders stockholders for consummation of the Merger Transaction (including any adjournment or postponement, the “CBTC First Mutual Meeting”). Except with the prior approval of Washington Federal, as promptly as practicable after no other matters shall be submitted for the Registration Statement is declared effectiveapproval of the First Mutual stockholders at the First Mutual Meeting. The CBTC Subject to Section 6.02(b), the First Mutual Board shall at all times prior to and during such meeting recommend that such approval and shall take all reasonable lawful action to solicit such approval by its 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 CBTC shareholders approve First Mutual Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and adopt to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the stockholders of First Mutual at the First Mutual Meeting for the purpose of approving the Agreement and any other matters required to be approved by First Mutual’s stockholders for consummation of the transactions contemplated hereby; provided that Transaction. In addition to the CBTC foregoing, First Mutual shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, First Mutual and the First Mutual Board may fail shall be permitted to make such recommendationeffect 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 First Mutual Board, 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 based on advice of its outside legal counsel, shall have determined in good faith that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach violation of the its fiduciary duties of the members of the CBTC Board under applicable law; provided that: and (aiii) if the First Mutual Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the First Mutual Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by Washington Federal pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) First Mutual shall 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 transaction agreements with the party making such Superior Proposal and all other material documents, and (C) prior to making an Adverse Recommendation Changeeffecting such a Change in Recommendation, First Mutual shall, and shall cause its financial and legal advisors to, during the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day period following First Mutual’s delivery of such notice, which the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three clause (3B) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changeabove, CBTC shall negotiate with Washington Federal in good faith with United for a period of up to five Business Days (if requested by Unitedto the extent Washington Federal desires to negotiate) and provide United reasonable opportunity during the 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 so that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely Acquisition Proposal ceases to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSuperior Proposal.

Shareholder Approval. CBTC agrees The TRBI Board will submit to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval plan of merger contained in this Agreement and any other matters required to be approved or adopted by CBTC’s shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, TRBI will take, in accordance with applicable law, applicable NASDAQ National Market System rules, the Merger rules of any other relevant exchange and its Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC TRBI Meeting”), as promptly as practicable practicable, to consider and vote upon approval of the plan of merger as well as any other such matters. Except as specifically provided in the second succeeding sentence below, the TRBI Board will use all reasonable best efforts to obtain from its shareholders a vote approving the plan of merger contained in this Agreement, including providing an unqualified recommendation that its shareholders vote in favor of the Merger. Unless the Agreement has previously been terminated pursuant to Article VIII, 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 Registration Statement is declared effective. The CBTC Board shall recommend advice of) counsel, determines in good faith that, because of the receipt by TRBI of an Acquisition Proposal that the CBTC 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 approve and adopt without recommendation (although the resolutions adopting this Agreement and as of the transactions contemplated herebydate hereof may not be rescinded or amended), in which event the TRBI Board 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 CBTC TRBI Board may fail not take any actions under this sentence until after giving BBVA at least 10 business days to make respond to such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Acquisition Proposal (and include a copy thereof with all accompanying documentationafter giving BBVA notice of the latest material terms, if conditions and identity of the third party in writing), the Acquisition Proposal) and identify the Person making such Superior Proposal, if applicable (it being understood that then taking into account any amendment or modification to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawproposed by BBVA.

Shareholder Approval. CBTC agrees (a) Independence shall submit to take, in accordance with applicable law and the CBTC Articles and the 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 in order to carry out the intentions of this Agreement. In furtherance of that obligation, Independence shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold the Merger (including any adjournment or postponement, the “CBTC Meeting”), Independence Shareholders’ Meeting as promptly as practicable after for the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve purpose of considering and adopt the voting on approval and adoption of this Agreement and the transactions contemplated hereby; provided for in this Agreement. Independence’s board of directors shall recommend that its shareholders approve this Agreement in accordance with the CBTC Board may fail SCBCA (the “Independence Recommendation”) and shall include such recommendation in the Proxy Statement mailed to make such recommendationshareholders of Independence, or changeexcept to the extent Independence’s board of directors has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. Subject to Sections 7.1(b) and 7.2, Independence shall solicit and use its reasonable efforts to obtain the Requisite Independence Shareholder Vote, to include engagement of a professional proxy solicitation firm. (b) Neither Independence’s board of directors nor any committee thereof shall, except as expressly permitted by this Section, (i) withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedParent, the Independence Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any such recommendation Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, if prior to prior to the CBTC Board hasRequisite Independence Shareholder Vote, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice Independence’s board of its outside legal counsel, determined that the failure to directors may make an Adverse Recommendation Change would be reasonably likely to constitute if and only if: (i) Independence’s board of directors determines in good faith, after consultation with the Independence Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of the Section 7.2) that constitutes or is likely to result in a Superior Proposal; (ii) Independence’s board of directors determines in good faith, after consultation with Independence’s outside counsel, that a failure to accept such Superior Proposal would be inconsistent with its fiduciary duties of the members of the CBTC Board to Independence and its shareholders under applicable law; provided that: Law; (aiii) prior to making an Adverse Recommendation Change, the CBTC Board shall provide Independence’s board of directors provides written notice to United (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 (5th) business day following delivery of such notice, which notice shall specify any the material terms and conditions of any applicable the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), ) and identify identifying the Person or Group making such Superior Proposal, if applicable Proposal (it being understood that any amendment to any material term of such Superior Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 clause (iii) and in clauses (iv) and (v) shall be reduced to three (3) business days following the delivery giving of such new Notice of Recommendation Change); ; (biv) after providing such Notice of Recommendation Change, CBTC Independence shall negotiate in good faith with United Parent (if requested by UnitedParent) and provide United Parent reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board board of directors of Independence to proceed without an Adverse Recommendation Change (it being understood provided, however, that United Parent shall not be required to propose any such adjustments); and and (cv) the CBTC BoardIndependence’s board of directors, following such five (5) business day period, again determines in good faith, after consultation with its financial advisors the Independence Financial Advisor and outside counsel, that the such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would be reasonably likely to constitute a breach of the violate their fiduciary duties of the members of the CBTC Board to Independence and its shareholders under applicable lawLaw. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the SCBCA as determined by Independence after consultation with Independence’s outside counsel, Independence shall submit this Agreement to its shareholders at Independence’s Shareholders’ Meeting even if Independence’s board of directors has made an Adverse Recommendation Change, in which case Independence’s board of directors may communicate the Adverse Recommendation Change and the basis for it to the shareholders of Independence in the Proxy Statement or any appropriate amendment or supplement thereto.

Shareholder Approval. CBTC agrees (a) The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit 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 its shareholders for consummation 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 Merger Company Articles and Company Code, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Company Shareholders’ Meeting”), as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3(a) 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 approving this Agreement (the “Company Shareholder Approval”). Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Shareholders’ Meeting 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 Recommendation permitted hereunder, then the Board of 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 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 is declared effectiveor 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. The CBTC In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.7, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve this Agreement and the transactions contemplated thereby 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, Purchaser will take, in accordance with applicable Law and the Purchaser’s Articles of Incorporation and Purchaser’s Code of Regulations, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting and, collectively, with Company Shareholders’ Meeting, the “Shareholders’ Meetings”), if as promptly as practicable after Purchaser has obtained the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice SEC’s declaration of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach effectiveness of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior Form S-4, to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms consider and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions vote upon approval of this Agreement. Purchaser shall use its commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote approving this Agreement as would enable and the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawtransactions contemplated hereby.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and (a) As promptly as reasonably practicable after the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval execution of this Agreement Agreement, Seller shall prepare and, after consultation with and consideration in good faith of any comments on the Proxy Statement proposed by Buyer, file with the Securities and Exchange Commission (the “SEC”) a proxy statement in preliminary form (together with any amendments thereof or supplements thereto and any other matters required proxy materials, the “Proxy Statement”) for a special meeting of the Seller Shareholders (including any adjournments and postponements thereof, the “Shareholder Meeting”) to obtain the Shareholder Approval. Seller shall use its reasonable efforts to (i) obtain and furnish the information required to be approved included by CBTCthe SEC in the Proxy Statement and respond, after consultation with Buyer, promptly to any comments made by the SEC with respect to the Proxy Statement, (ii) mail or deliver the definitive Proxy Statement to Seller’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend earlier to occur of (x) receiving notification that the CBTC shareholders approve SEC is not reviewing the preliminary Proxy Statement or (y) the conclusion of any SEC review of the preliminary Proxy Statement and adopt (iii) if necessary, after the Agreement definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by Seller without affording Buyer a reasonable opportunity for consultation and review, and Seller shall consider in good faith any comments on such materials reasonably proposed by Buyer. Seller will promptly notify Buyer of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Buyer with copies of all written correspondence between Seller or its Representatives, on the one hand, and the transactions contemplated herebySEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Transaction. Prior to responding to any comments of the SEC or members of its staff, Seller shall provide Buyer with a reasonable opportunity to consult and review such response and Seller shall consider in good faith any comments on such response reasonably proposed by Buyer. Buyer shall furnish all information concerning itself and its parent company as may be reasonably required to include in the Proxy Statement; provided that information about the CBTC Board may fail Buyer, its parent company or their Affiliates included in the Proxy Statement shall be subject to make such recommendation, 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 final review 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 approval of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) Buyer. In addition, prior to making an Adverse Recommendation Change, or within ten (10) calendar days after the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions date of this Agreement (and thereafter as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines reasonably determined by Seller in good faith, after consultation with its financial advisors and outside counselBuyer), that the failure to take such action would be reasonably likely to constitute Seller shall conduct a breach “broker search” in accordance with Rule 14a-13 of the fiduciary duties Exchange Act related to setting a record date for the Shareholder Meetings that is twenty (20) Business Days (or such shorter period as may be permitted by Rule 14a-13) after the date of such “broker search”. Seller shall include in the members of Proxy Statement the CBTC Seller Board under applicable lawRecommendation unless the Seller Board Recommendation has been withdrawn, modified or amended in accordance with Section 7.5.

Shareholder Approval. CBTC agrees to takeAs soon as practicable following the execution and delivery of this Agreement, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval Company shall give written notice of this Agreement and the proposed Merger to all Company shareholders and shall use commercially reasonable efforts to take all other action necessary in accordance with the California Code and its articles of incorporation and bylaws to convene a meeting of the shareholders of the Company or to secure the written consent of its shareholders ("Company Shareholder Action") before July 15, 2000. To the maximum extent permitted by Law, the Company shall submit this Agreement 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 Broadcom regarding the date of the Company Shareholder Action and shall not postpone or adjourn (other matters than for the absence of a quorum) any meeting of the shareholders of the Company without the consent of Broadcom, which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to be approved by CBTC’s solicit and obtain from shareholders for consummation of the Company proxies or written consents in favor of the Merger and this Agreement and shall take all other action necessary or advisable to secure the vote or consent of shareholders of the Company required with respect to the Merger. The materials submitted to the shareholders of the Company in respect of the Merger shall have been subject to prior review and comment by Broadcom and shall include (including any adjournment or postponementa) information regarding the Company, the “CBTC Meeting”)terms of the Merger and this Agreement, as promptly as practicable after (b) the Registration Statement is declared effective. The CBTC unanimous recommendation of the Board shall recommend of Directors of the Company that the CBTC Company's shareholders approve the Merger and adopt the this Agreement and the transactions contemplated hereby; provided that hereby and approve and execute such other documents as may be required to satisfy the CBTC Board may fail to make such recommendation, 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 applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Broadcom Common Stock in the Merger, (c) the conclusion of the members Board of Directors of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person making such Superior Proposal, if applicable (it being understood Company 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement the Merger are advisable, fair and reasonable to, and in the best interests of, the Company's shareholders and (d) such other documents as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not may be required to propose any such adjustments); and (c) satisfy the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.requirements of

Shareholder Approval. CBTC agrees Notwithstanding anything to takethe contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, 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 Transaction Agreements and the Transactions to its shareholders within ten (10) days of receipt of a copy of the “Litigation Termination” (defined below). If Diversus does not receive the Shareholder Approval prior to (i) if such matters are submitted to a vote of shareholders at a meeting thereof called for the purpose of seeking a vote on such matters, the final adjournment of such meeting, or (ii) if 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 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 contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, the parties hereto acknowledge and agree that, solely in the case that Shareholder Approval is not obtained for the transactions contemplated herein and in the Standby Agreement 2 Execution Copy in accordance with applicable law the foregoing, Diversus shall have the right to terminate this Agreement without further liability, obligation, cost or penalty and all of the rights of the parties hereto under this Agreement and the CBTC Articles Standby Agreement shall thereupon terminate (other than the right of the Standby Purchaser to receive payment of the No-Vote Termination Fee pursuant to and in accordance with Section 13(e) of the CBTC BylawsStandby Agreement. For purposes of this Agreement, all action necessary the term “Shareholder Approval” shall mean, with respect to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement the applicable Transaction Agreements and any other matters required to be approved by CBTC’s shareholders for consummation Transactions, the affirmative vote or written consent of the Merger holders of (including any adjournment or postponementi) a majority in voting power of the outstanding shares of capital stock of Diversus entitled to vote thereon and (ii) a majority of the outstanding shares of Series A Preferred Stock, par value $0.0001 per share, entitled to vote thereon. For purposes of this Agreement, the term “CBTC Meeting”)Litigation Termination” shall mean the voluntary dismissal without prejudice of the litigation styled as Enstar Holdings (US) LLC, a Delaware limited liability company, individually, and derivatively on behalf of Nominal Defendant Diversus, Inc., as promptly Plaintiff, v. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ICG and Professional Casualty Holdings, Inc., as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve Defendants, and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendationDiversus Inc., or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modifyas Nominal Defendant, 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 Court of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Chancery of the fiduciary duties State of Delaware, C.A. No. 2018-0211-JRS, which dismissal shall be with prejudice as 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawClosing.

Shareholder Approval. CBTC agrees to take, in accordance The Company shall prepare and file with applicable law and the CBTC Articles and the 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”)SEC, as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend date hereof but in no event later than twenty (20) days after the date hereof, an information statement (the “Information Statement”), in a form reasonably acceptable to Lender and ▇▇▇▇▇▇▇▇ ▇▇▇▇ Ltd. at the expense of the Company, with the Company obligated to reimburse the expenses of ▇▇▇▇▇▇▇▇ ▇▇▇▇ Ltd. incurred in connection therewith in an amount not to exceed $5,000, informing the shareholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as Exhibit F (the “Shareholder Consent”) approving the Shareholder Resolutions (the “Shareholder Resolutions”, and such required affirmative approval by the shareholders of the Company of such Shareholder Resolutions as determined in accordance with the Articles of Incorporation and the Bylaws, the “Shareholder Approval”) that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that , including, without limitation, the CBTC Board may fail issuance and terms of the Securities and the approval of such transactions pursuant to make such recommendationapplicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, or changeif the Shareholder Consent is not sufficient to obtain the Shareholder Approval, withdraw, qualify the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation annual meeting of the shareholders of the Company (an the “Adverse Recommendation ChangeShareholder Meeting”), if which shall be called as promptly as practicable after the CBTC Board hasdate hereof, after having consulted with its financial advisor with respect but in no event later than August 1, 2012(1) (the “Shareholder Meeting Deadline”) soliciting each such shareholder’s affirmative vote for approval of, to financial matters and having consulted with and considered the advice extent not (1) Insert 90 day anniversary 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 Changedate hereof previously adopted, the CBTC Board shall provide written notice to United Shareholder Resolutions (a the date such Shareholder Approval is obtained, the “Notice of Recommendation ChangeShareholder Approval Date”) of its intent to announce an Adverse Recommendation Change on the 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 Person making such Superior Proposal, if applicable (it being understood that any amendment Company shall use its reasonable best efforts to any material term solicit its shareholders’ approval of such Superior Proposal Shareholder Resolutions and to cause the Board of Directors of the Company to recommend to the shareholders that they approve the Shareholder Resolutions. The Company shall require a new Notice of Recommendation Changebe obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, except that, in such casedespite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the five (5) business day period referred Company shall cause an additional Stockholder Meeting to in this Section 7.02 shall be reduced to three (3) business days following the delivery of held each calendar quarter thereafter until such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawStockholder Approval is obtained.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, (a) Target Holding Company shall take all action steps necessary to duly call, give notice of, convene an appropriate and hold a meeting of its shareholders to consider and vote be held as soon as is reasonably practicable for the purpose of voting upon the approval of this Agreement and any the Merger and the transactions contemplated hereby and thereby (the "Target Shareholder Meeting"). Subject to the remainder of this Section 6.03(a), Target Holding Company will, through its Board of Directors, recommend to its shareholders approval of this Agreement and the Merger and the transactions contemplated hereby and thereby and such other matters required as may be submitted to be approved its shareholders in connection with this Agreement. Except as expressly permitted by CBTC’s shareholders for consummation this Section 6.03, the Board of Directors of Target Holding Company shall not fail to recommend, or withdraw, modify, or change or propose publicly to withdraw, modify, or change in a manner adverse to the Bank, the approval or recommendation by such Board of Directors of the Merger or the adoption and approval of the matters to be considered at the Target Shareholder Meeting. The Board of Directors may fail to recommend or withdraw, modify or change the recommendation of the Merger in a manner adverse to the Bank if the Board determines in its good faith judgment, based as to legal matters on the advice of its outside legal counsel, that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of the Board of Directors under applicable law. Notwithstanding the foregoing, in the event that there is pending, or has been a public announcement of, a Takeover Proposal (including any adjournment or postponementas defined in Section 6.13), the “CBTC Meeting”)Board of Directors may not withdraw, modify or change its approval or recommendation of the Merger or the approval of the matters to be considered at the Target Shareholders Meeting unless (i) the Target Holding Company is not in breach of any of the material terms of this Agreement, (ii) the Board determines in its good faith judgment, based as promptly as practicable after to legal matters on the Registration Statement is declared effective. The CBTC Board shall recommend advice of its outside legal counsel, that the CBTC making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of the Board of Directors under applicable law, and (iii) the Bank does not, within 10 business days of delivery of any such Takeover Proposal to the Bank by Target Holding Company, offer to increase either or both of the Per Share Stock Consideration and Per Share Cash Consideration to provide at least substantially the same value as the economic terms as set forth in such Takeover Proposal (provided that the Bank may substitute cash for any non-cash consideration (or vice versa) provided for under such Takeover Proposal so long as a substantially equivalent economic value is provided to the shareholders approve of Target Holding Company). Nothing in this Section 6.03(a) shall modify the obligations of Target Holding Company and adopt Target Bank under Section 6.13 hereof. (b) The Bank shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable for the purpose of voting upon the approval of this Agreement and the transactions contemplated hereby; provided that . Subject to the CBTC remainder of this Section 6.03(b), the Bank will, through its Board of Directors, recommend to its shareholders approval of this Agreement and the transactions contemplated hereby and such other matters as may be submitted to its shareholders in connection with this Agreement. The Board of Directors may fail to make such recommendation, or change, withdraw, qualify modify or modify, or publicly propose to change, withdraw, qualify or modify, change any such recommendation in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”)Target Holding Company, if the CBTC such Board hasof Directors, 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, has determined that the making of such recommendation, or the failure to make an Adverse Recommendation Change withdraw, modify or change its recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC such Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board Directors under applicable law.

Shareholder Approval. CBTC (a) The Company agrees to take, in accordance with applicable law Law and the CBTC Company Articles and the CBTC Company 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 promptly soon as practicable after the Registration Statement 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. The CBTC Subject to Section 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend that such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the CBTC shareholders approve and adopt “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the transactions contemplated herebyFirst 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 CBTC Board may fail to make such recommendationCompany may, without the prior written consent of Parent, adjourn or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting 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 Changeoriginally scheduled, the CBTC Board Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on adjourn the fifth (5th) business day following delivery of Company Special Meeting until such noticedate as shall be mutually agreed upon by the Company and Parent, which notice date 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 Person 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 not be less than five (5) business day period referred days nor more than ten (10) days after the date of adjournment, and subject to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in 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/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. (b) Parent agrees to take, in accordance with applicable Law and the Parent Articles and the Parent Bylaws, all action necessary to convene as would enable soon as practicable after the CBTC 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 Parent Special Meeting to consider and to obtain the Parent Shareholder Approval. The Parent Board shall at all times prior to proceed and during such Parent Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders. Parent shall not, without an Adverse Recommendation Change the prior written consent of the Company, adjourn or postpone the Parent Special Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Special Meeting (it being understood that United A) if on the date on which the Parent Special Meeting is originally scheduled, Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Shareholder Approval, Parent shall adjourn the Parent Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be required to propose any such adjustments); and (c) the CBTC Board, following such less than five (5) business day perioddays nor more than ten (10) days after the date of adjournment, determines 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 good faiththe solicitation of proxies from shareholders relating to the Parent Shareholder Approval, (B) after consultation with its financial advisors and outside counselthe Company, that if the failure to take such action adjourn or postpone the Parent Special Meeting would reasonably be reasonably likely expected to constitute be a breach violation of applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (C) after consultation with the Company, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or postpone the Parent 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 Parent Shareholder Approval. Once Parent has established the record date, in respect of the fiduciary duties Parent Special Meeting (the “Parent Record Date”), Parent shall not change such Parent Record Date or establish a different Parent Record Date for the Parent Special Meeting without the prior written consent of the members of Company, unless required to do so by applicable Law or the CBTC Board under applicable lawCompany Articles or the Company Bylaws.

Shareholder Approval. CBTC agrees (a) The Company shall seek, and use its reasonable best efforts to takeobtain as soon as possible, but in no event later than 105 days following the date hereof, or 195 days in the event the Proxy Materials shall be reviewed by the Commission (the “Shareholder Approval Date”), shareholder approval of the Amended Certificate, including with respect to the issuance of the Underlying Shares, the reincorporation of the Company and the approval of certain rights of the holders of Preferred Shares, pursuant to Section 4.19, in accordance with the organizational documents of the Company and all applicable law laws (the “Proposal”). (b) As soon as practicable following the date of this Agreement, but in no event later than 60 days following the date of this Agreement, the Company shall prepare and file with the CBTC Articles Commission preliminary Proxy Materials in connection with the special meeting of the shareholders of the Company (the “Meeting”) seeking approval of the Proposal. The Company shall use its reasonable best efforts to cause such preliminary Proxy Materials to reach the “no further comment” stage as soon as possible (the “Clearance Date”) and to hold the CBTC BylawsMeeting as soon as possible following the Clearance Date and in no event later than 60 days following the Clearance Date. (c) The Company’s Board of Directors shall recommend approval of the Proposal by the Company’s shareholders, provided that such recommendation shall not as a result of events occurring after the date hereof, in the sole determination of the Company’s Board of Directors, constitute a breach of a directors’ fiduciary duties to the Company or its shareholders. The Company shall provide the Purchasers an opportunity to review and comment on the Proxy Materials by providing copies of such Proxy Materials and any revised version thereof to the Purchasers at least three (3) days prior to its filing with the Commission. The Company shall provide the Purchasers excerpts of all action correspondence from or to the Commission or its staff concerning the Proposal promptly after the same is sent or received by the Company and summaries of any comments of the Commission’s staff concerning the Proposal which the Company receives orally promptly after receiving such oral comments. The Company shall (i) furnish to the Purchasers and their legal counsel a copy of the definitive Proxy Materials and any amendments or supplements thereto promptly after the same are first mailed to shareholders or filed with the Commission, (ii) inform the Purchasers of the progress of solicitation of proxies for the Meeting, and (iii) inform the Purchasers of any adjournment of the Meeting and report the result of the vote of shareholders of the Company on the proposal at the conclusion of the Meeting. (d) If for any reason the Proposal is not approved at the Meeting, the Company shall take such additional actions as are necessary to convene hold an appropriate additional special meeting of its shareholders to consider the Proposal and vote upon in conjunction therewith shall hire a nationally recognized proxy solicitation firm, selected by H▇▇▇ Capital which is reasonably acceptable to the approval of this Agreement Company, to assist the Company in obtaining the necessary shareholder votes to approve the Proposal. (e) The Company shall bear all costs and any other matters required to be approved by CBTC’s shareholders for consummation expenses of the Merger (including any adjournment or postponementpreparation, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve mailing and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 filing 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawProxy Materials.

Shareholder Approval. CBTC (a) FFSW agrees to take, in accordance with applicable law and the CBTC FFSW Articles and the CBTC FFSW Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable a special meeting of its shareholders stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders FFSW's stockholders for consummation of the Merger Transaction (including any adjournment or postponement, the “CBTC "FFSW Meeting”"). Except with the prior written approval of Washington Federal, other than matters that would normally be submitted at an annual meeting of FFSW stockholders, no other matters shall be submitted for the approval of the FFSW stockholders at the FFSW Meeting. The FFSW Board shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its stockholders and, subject to Section 6.02(b), 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 FFSW Meeting inconsistent with such recommendation (collectively, a "Change in Recommendation"), except as promptly as practicable after and to the Registration Statement is declared effectiveextent permitted by Section 6.02(b). The CBTC Board Notwithstanding any Change in Recommendation, this Agreement shall recommend that be submitted to the CBTC shareholders approve and adopt stockholders of FFSW at the FFSW Meeting for the purpose of approving the Agreement and any other matters required to be approved by FFSW's stockholders for consummation of the transactions contemplated hereby; provided that Transaction. In addition to the CBTC foregoing, FFSW shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, FFSW and the FFSW Board may fail shall be permitted to make such recommendationeffect a Change in Recommendation if and only to the extent that: (i) FFSW shall have complied in all material respects with Section 6.07; (ii) the FFSW Board, 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 based on advice of its outside legal counsel, shall have determined in good faith that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach violation of the its fiduciary duties of the members of the CBTC Board under applicable law; provided that: and (aiii) if the FFSW Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the FFSW Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by Washington Federal pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) FFSW shall 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 transaction agreements with the party making such Superior Proposal and all other material documents, and (C) prior to making an Adverse Recommendation Changeeffecting such a Change in Recommendation, FFSW shall, and shall cause its financial and legal advisors to, during the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day period following FFSW's delivery of such notice, which the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three clause (3B) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changeabove, CBTC shall negotiate with Washington Federal in good faith with United for a period of up to five Business Days (if requested by Unitedto the extent Washington Federal desires to negotiate) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions condition of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood so that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely Acquisition Proposal ceases to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSuperior Proposal.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, (a) GPP shall promptly take all action steps necessary to convene an appropriate either: (i) cause a special meeting of its shareholders (the "Special Meeting") to consider be duly called, noticed, convened and held as soon as practicable for the purposes of voting to approve this Agreement, the transactions contemplated hereby and all matters related thereto; or (ii) obtain the unanimous written consent of its shareholders to this Agreement, the transactions contemplated hereby and all matters related thereto (the "Consent Action"). In connection with the Special Meeting or the Consent Action, the Board of Directors of GPP shall, subject to its fiduciary duties, unanimously recommend to the shareholders that the shareholders vote upon in favor of the approval of this Agreement Agreement, the transactions contemplated hereby and all matters related thereto, and the members of the Board of Directors shall use their reasonable best efforts to secure the required approval of the shareholders, including voting any of their shares in favor of such approval. (b) In connection with the Special Meeting or the Consent Action, GPP will prepare such notices and other matters documentation as may be required by Law to be approved furnished to the shareholders, which shall include, without limitation: (i) a copy of this Agreement; (ii) information, notices and forms relating to a shareholder's appraisal rights as required by CBTC’s shareholders for consummation of the Merger DGCL; and (including any adjournment or postponementiii) subject to its fiduciary duties, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC unanimous recommendation of GPP's Board shall recommend of Directors that the CBTC shareholders approve and adopt the this Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modifyhereby as soon as practicable and, in a manner that is adverse any event, no later than the time required by Law and GPP's Certificate of Incorporation and Bylaws. (c) The Indemnifying Shareholder hereby irrevocably agrees: (i) to Unitedvote all shares of Common Stock beneficially owned by the Indemnifying Shareholder or over which the Indemnifying Shareholder otherwise exercises voting control as of the date hereof or at any time hereafter in favor of this Agreement and the consummation of the transactions contemplated hereby; (ii) to not sell, transfer, assign or otherwise dispose of any such recommendation shares of Common Stock other than in connection with the Merger; and (an “Adverse Recommendation Change”), if iii) to not grant any proxy (other than for the CBTC Board has, after having consulted with its financial advisor approvals described above) with respect to financial matters and having consulted with and considered the advice any shares 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawCommon Stock.

Shareholder Approval. CBTC (a) Wellesley agrees to take, in accordance with applicable law law, the charter and the CBTC Articles and the CBTC Bylawsbylaws of Wellesley, all action necessary to convene an appropriate 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 CBTCWellesley’s shareholders for in order to permit consummation of the Merger transactions contemplated by this Agreement (including any adjournment or postponement, the “CBTC Wellesley Meeting”)) and, as promptly as practicable 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 (40) days after the Registration Statement is declared effectiveinitial 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 approval of Wellesley shareholders at the Wellesley Meeting. The CBTC Wellesley Board shall at all times prior to and during the Wellesley Meeting recommend that adoption of this Agreement by the CBTC shareholders approve of Wellesley (the “Wellesley Recommendation”) and adopt shall 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 Agreement 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 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 hereby; provided that by this Agreement (including any adjournment or postponement, the CBTC “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 best efforts to convene the Cambridge Meeting within forty (40) days after the initial mailing of the 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 may fail shall at all times prior to make such recommendation, or changeand during the Cambridge Meeting recommend adoption of this Agreement by the shareholders of Cambridge and shall not withhold, withdraw, qualify amend or modify, or publicly propose to change, withdraw, qualify or modify, modify such recommendation in a any manner that is adverse to United, Wellesley or take any other action or make any other public statement inconsistent with 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawrecommendation.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law (a) The Company shall call and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its the shareholders to consider and vote of the Company for the purpose of voting upon the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held as promptly as practicable following the earliest of the date 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 shall have been terminated prior to the date of the Company Shareholders’ Meeting in accordance with its terms, the obligation of the Company to call, give notice of, convene and hold the Company Shareholders’ Meeting in accordance with this Section 5.3 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal or by the making of an Adverse Company Recommendation. (b) EMCC shall vote, or cause to be voted, any shares of Common Stock beneficially owned by it or any of its Affiliates or with respect to which it has the power (by agreement, proxy or otherwise) to cause to be voted, in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby at the Company Shareholders’ Meeting and at all adjournments or postponements thereof and against any other matters required action or agreement that would reasonably be expected to be approved by CBTC’s shareholders for (A) result in any of the conditions to the consummation of the Merger under this Agreement not being fulfilled, or (including any adjournment B) impede, frustrate, interfere with, delay, postpone or postponement, adversely affect the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement Merger and the other transactions contemplated herebyby this Agreement; provided that the CBTC Board may fail to make such recommendationprovided, or changehowever, 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”)that, 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 Special Committee has made an Adverse Company 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 in accordance with all accompanying documentation, if in writing), and identify the Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 has not been rescinded or otherwise withdrawn, then EMCC may, but shall not be required to, vote in favor of the approval of this Agreement. With respect to propose 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 duly convened meeting of shareholders of the Company for such adjustments); purpose and that EMCC shall not act by written consent in lieu of a meeting to approve this Agreement, the Merger or the other transactions contemplated hereby. (c) During the CBTC Boardperiod commencing upon the execution and delivery of this Agreement and ending at the Effective Time, following 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 five (5) Affiliate, as applicable, other than encumbrances granted in the ordinary course of business day period, determines consistent with past practices so long as no such encumbrances granted in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach ordinary course shall restrain EMCC from voting any shares of the fiduciary duties of the members of the CBTC Board Common Stock as required under applicable lawthis Agreement.

Shareholder Approval. CBTC (a) Westborough Financial shall promptly prepare and file with the SEC the Proxy Statement. Westborough Financial shall make the draft Proxy Statement available to AVB for review promptly after preparation thereof, and shall give AVB an opportunity to comment and suggest revisions to such Proxy Statement prior to filing with the SEC. Promptly after the Proxy Statement is cleared by the SEC, Westborough Financial shall mail the Proxy Statement to its shareholders. (b) The trustees of Westborough MHC, as the majority stockholder of Westborough Financial, have approved this Agreement and any other matters required to be approved by Westborough Financial's shareholders for consummation of the Transactions. Westborough Financial agrees to take, in accordance with applicable law and the CBTC Articles Westborough Financial Charter and the CBTC Bylaws, all action necessary to convene an appropriate call, give notice of, convene, and hold as soon as reasonably practicable a 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 Westborough Financial's shareholders for consummation of the Merger Transactions (including any adjournment or postponement, the “CBTC "Westborough Financial Meeting”"). Except with the prior approval of AVB, no other matters (except for routine annual meeting matters and matters required by the federal securities laws, in the event the Westborough Financial Meeting is an annual meeting) shall be submitted for the approval of Westborough Financial shareholders at the Westborough Financial Meeting. Subject to Section 7.7, the Westborough Financial Board shall, at all times prior to and during such meeting, recommend such approval (the "Westborough Financial Board Recommendation") and shall take all reasonable lawful action to solicit such approval by its shareholders. Nothing contained in Section 7.7 shall affect or otherwise limit the obligation of Westborough Financial to call, give notice of, convene, and hold the Westborough Financial Meeting. AVB, as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the sole stockholder of Merger Sub, has approved this Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail any other matters required to make such recommendation, 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 approved by Merger Sub's shareholders for consummation 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawTransactions.

Shareholder Approval. CBTC agrees (a) Seller shall submit to take, in accordance with applicable law and the CBTC Articles and the 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 CBTCshareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Seller shall take, in accordance with applicable Law and its Articles of Incorporation and Bylaws, all action necessary to call, give notice of, convene, and hold the Seller’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), Shareholders’ Meeting as promptly soon as practicable after the Registration Statement is declared effectivereasonably practicable. The CBTC Seller’s Board shall recommend that the CBTC its shareholders approve this Agreement in accordance with the SCBCA (the “Seller Recommendation”) and adopt shall include such recommendation in the Agreement Proxy Statement/Offering Circular mailed to shareholders of Seller, except to the extent the Seller’s Board has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. Subject to Section 7.1(b) and 7.3, Seller shall solicit and use its reasonable best efforts to obtain the transactions contemplated hereby; provided that the CBTC Requisite Seller Shareholder Vote. (b) Neither Seller’s Board may fail to make such recommendationnor any committee thereof shall, or changeexcept as expressly permitted by this Section 7.1(b), (i) withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedBuyer, the Seller Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any such recommendation Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, if prior to the CBTC Requisite Seller Shareholder Vote, the Seller's 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 may make an Adverse Recommendation Change would be reasonably likely if and only if (A) a material development or material change in circumstance occurs, arises or becomes known to constitute Seller’s Board after the date of this Agreement (such material development or change in circumstances being referred to as an “Intervening Event”) and Seller’s Board determines in good faith, after consultation with Seller’s outside counsel, that in light of such Intervening Event an Adverse Recommendation Change is required in order for Seller’s Board to comply with its fiduciary obligations to Seller’s shareholders under applicable Law, or (B): (i) the Seller’s Board determines in good faith, after consultation with the Seller 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; (ii) the Seller’s Board determines in good faith, after consultation with Seller’s outside counsel, that a failure to accept such Superior Proposal would result in the Seller’s Board breaching its fiduciary duties of to the members of the CBTC Board Seller and its shareholders under applicable law; provided that: Law; (aiii) prior to making an Adverse Recommendation Change, the CBTC Seller’s Board shall provide provides written notice to United (a “Notice of Recommendation Change”) to Buyer of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any the material terms and conditions of any applicable 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, if applicable Proposal (it being understood that any amendment to any material term of such Superior Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 clause (iii) and in clauses (iv) and (v) shall be reduced to three (3) business days following the delivery giving of such new Notice of Recommendation Change); ; (biv) after providing such Notice of Recommendation Change, CBTC Seller shall negotiate in good faith with United Buyer (if requested by UnitedBuyer) and provide United Buyer reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Seller Board to proceed without an Adverse Recommendation Change (it being understood provided, however, that United the Buyer shall not be required to propose any such adjustments); and and (cv) the CBTC Seller's Board, following such five (5) business day period, again determines in good faith, after consultation with its financial advisors the Seller Financial Advisor and outside counsel, that the such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would be reasonably likely to constitute a breach of the violate their fiduciary duties of to the members of the CBTC Board Seller and its shareholders under applicable lawLaw. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the SCBCA as determined by Seller after consultation with Seller’s outside counsel, Seller shall submit this Agreement to its shareholders at the Seller’s Shareholders’ Meeting even if the Seller’s Board has made an Adverse Recommendation Change, in which case the Seller’s Board may communicate the Adverse Recommendation Change and the basis for it to the shareholders of Seller in the Proxy Statement/Offering Circular or any appropriate amendment or supplement thereto.

Shareholder Approval. CBTC (a) SDTB agrees to take, in accordance with applicable law and the CBTC SDTB Articles and the CBTC SDTB Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable after the Registration Statement becomes effective (which under no circumstances shall be deemed to be less than forty-five (45) days), 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 CBTC’s SDTB's shareholders for consummation of the Merger Transaction (including any adjournment or postponement, the “CBTC "SDTB Meeting”"). Except with the prior approval of PPBI, no other matters shall be submitted for the approval of the SDTB shareholders at the SDTB Meeting. Subject to Section 6.02(b), as promptly as practicable after the Registration Statement is declared effective. The CBTC SDTB Board shall at all times prior to and during such meeting recommend that such approval and shall take all reasonable 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 CBTC SDTB Meeting inconsistent with such recommendation (collectively, a "Change in Recommendation"), except as and to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders approve and adopt of SDTB at the SDTB Meeting for the purpose of approving the Agreement and any other matters required to be approved by SDTB's shareholders for consummation of the transactions contemplated hereby; provided that Transaction. In addition to the CBTC foregoing, SDTB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, SDTB and the SDTB Board may fail shall be permitted to make such recommendationeffect a Change in Recommendation if and only to the extent that: (i) SDTB shall have complied in all material respects with Section 6.07; (ii) the SDTB Board, 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 based on advice of its outside legal counsel, shall have determined in good faith that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach violation of the its fiduciary duties of the members of the CBTC Board under applicable law; provided that: and (aiii) if the SDTB Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the SDTB Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by PPBI pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) SDTB shall notify PPBI, 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 PPBI a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and all other material documents, and (C) prior to making an Adverse Recommendation Changeeffecting such a Change in Recommendation, SDTB shall, and shall cause its financial and legal advisors to, during the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day period following SDTB's delivery of such notice, which the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three clause (3B) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changeabove, CBTC shall negotiate with PPBI in good faith with United for a period of up to five Business Days (if requested by Unitedto the extent PPBI desires to negotiate) and provide United reasonable opportunity during the 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 so that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely Acquisition Proposal ceases to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSuperior Proposal.

Shareholder Approval. CBTC (a) PBV agrees to take, in accordance with applicable law and the CBTC PBV Articles and the CBTC PBV Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable a special meeting of its shareholders to consider and vote upon the approval of this Agreement, the Plan of Merger and any other matters required to be approved by PBV’s shareholders for consummation of the Transaction (including any adjournment, the “PBV Meeting”). PBV reserves the right to adjourn or postpone the PBV Meeting, if necessary, in order to solicit additional proxies in the event that (a) there are not sufficient affirmative votes present at the PBV Meeting to approve this Agreement and the Plan of Merger or (b) a quorum is not present at the PBV Meeting. Except with the prior written consent of FCBI, no other matters shall be submitted for the approval of the PBV shareholders at the PBV Meeting. Subject to Section 6.02(b), the PBV Board shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by PBV’s shareholders and shall not (x) withdraw, modify or qualify in any manner adverse to FCBI such recommendation or (y) take such other action or make any other public statement in connection with the PBV Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement and the Plan of Merger shall be submitted to the shareholders of PBV at the PBV Meeting for the purpose of approving the Agreement and any other matters required to be approved by CBTCPBV’s shareholders for consummation of the Transaction. In addition to the foregoing, PBV shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger while this Agreement is in effect. (including any adjournment or postponementb) Notwithstanding the foregoing, PBV and the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC PBV Board shall recommend be permitted to effect a Change in Recommendation if and only to the extent that: (i) PBV shall have complied in all respects with Section 6.07; (ii) the PBV Board, after consulting with its outside counsel, shall have determined in good faith that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail failure to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, do so would result 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 violation 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: and (aiii) prior if the PBV Board intends to making effect a Change in Recommendation following an Adverse Recommendation ChangeAcquisition Proposal, (A) the CBTC PBV Board shall provide written notice have concluded in good faith, after giving effect to United all of the adjustments that may be offered by FCBI pursuant to clause (C) below, that such Acquisition Proposal constitutes a “Notice of Recommendation Change”Superior Proposal, (B) PBV shall notify FCBI at least five (5) Business Days in advance of its intent intention to announce an Adverse effect a Change in Recommendation Change on the fifth (5th) business day following delivery of in response to 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 including the Person identity of the party making such Superior Acquisition Proposal, if applicable (it being understood that any amendment ) and furnish to any FCBI a detailed summary of all material term terms of such Superior Proposal and all other material documents, and (C) prior to effecting such a Change in Recommendation, PBV shall, and shall require cause its financial and legal advisors to, during the period following PBV’s delivery of the notice referred to in clause (B) above, negotiate with FCBI in good faith for a new Notice period of Recommendation Change, except that, in such case, the up to five (5) business day period referred Business Days (to in this Section 7.02 shall be reduced the extent FCBI desires to three (3negotiate) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 so that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely Acquisition Proposal ceases to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSuperior Proposal.

Shareholder Approval. CBTC (a) HEOP agrees to take, in accordance with applicable law and the CBTC HEOP Articles and the CBTC HEOP Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable after the 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 CBTCHEOP’s shareholders for consummation of the Merger Transaction (including any adjournment or postponement, the “CBTC HEOP Meeting”). Except with the prior approval of PPBI, as promptly as practicable after no other matters shall be submitted for the Registration Statement is declared effectiveapproval of the HEOP shareholders at the HEOP Meeting. The CBTC Subject to Section 6.02(b), the HEOP Board shall at all times prior to and during such HEOP Meeting recommend that such approval and shall take all reasonable 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 CBTC HEOP Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders approve and adopt 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 for consummation of the transactions contemplated herebyTransaction. In addition to the foregoing, HEOP shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) 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; provided that (ii) the CBTC Board may fail to make such recommendation, 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 hasHEOP Board, after having consulted consulting with its outside counsel and financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counseladvisor, shall have determined in good faith that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach of the its 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and and (c) PPBI agrees to take, in accordance with applicable law and the CBTC BoardPPBI Certificate and PPBI Bylaws, following such five (5) business day period, determines in good faith, after consultation with all action necessary to convene as soon as reasonably practicable a meeting of its financial advisors stockholders to consider and outside counsel, that vote upon the failure to take such action would be reasonably likely to constitute a breach approval of the fiduciary duties issuance of the members PPBI Common Stock in the Merger and any other matters required to be approved by PPBI’s stockholders for consummation of the CBTC Transaction (including any adjournment or postponement, the “PPBI Meeting”). The PPBI Board under applicable lawshall at all times prior to and during the PPBI 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. CBTC agrees (a) On the date hereof, the Company shall obtain the Sufficient Shareholder Vote, pursuant to take, a written shareholder consent in accordance with applicable law the WBCA and the CBTC Articles Charter Documents of the Company. In connection with such written shareholder consent, the Company shall submit to the Shareholders soliciting materials with respect to the Merger, which shall (i) include a solicitation of the approval of the holders of the Company Capital Stock to this Agreement and the CBTC BylawsMerger, all action necessary (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 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 convene an appropriate meeting the WBCA, and (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 to consider and vote upon Shareholders constituting the Sufficient Shareholder Vote, the Company shall deliver notice of the approval of this Agreement and any other matters required to be approved the Merger by CBTC’s shareholders for consummation written consent of the Merger Company’s Shareholders, pursuant to the applicable provisions of the WBCA and the Company’s Charter Documents (including any adjournment or postponement, the “CBTC MeetingShareholder Notice”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend to all Shareholders that the CBTC shareholders approve and adopt the did not execute such written consent informing them that this Agreement and the transactions contemplated hereby; provided that Merger were adopted and approved by the CBTC Board may fail to make such recommendation, 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 Shareholders of the fiduciary duties Company and that dissenters’ rights are available for their Company Capital Stock pursuant to the WBCA, and shall promptly inform Parent of the members of date on which the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeShareholder Notice was sent. Notwithstanding the foregoing, the CBTC Board Company shall provide written give Shareholders sufficient notice to United (a “Notice of Recommendation Change”) of its intent the effect that no Shareholder will be able to announce an Adverse Recommendation Change on exercise dissenters’ rights if such Shareholder has not perfected such dissenters’ rights in accordance with the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawWBCA.

Shareholder Approval. CBTC agrees (a) Bear State shall, promptly after the execution of this Agreement, commence to take, in accordance with applicable law take such actions as may be necessary to obtain adoption and approval of this Agreement and the CBTC Articles transactions contemplated hereby by the shareholders of Bear State, including, without limitation, distributing the Proxy Materials to the holders of Bear State Common Stock within forty-five (45) calendar days of the date of this Agreement and duly calling, giving notice of, establishing a record date for, convening and holding the CBTC Bylaws, all action necessary Bear State Shareholders Meeting to convene an appropriate meeting be held on the date mutually selected by the parties hereto for the purpose of its shareholders to consider (i) considering and vote voting upon the approval of this Agreement and the Merger, and (ii) for such other purposes consistent with the complete performance of this Agreement as may be necessary and desirable. Arvest shall promptly furnish to Bear State any other matters required information which Bear State may reasonably request in connection with the preparation of the Proxy Materials. Upon completion of preparation by Bear State of the Proxy Materials, Bear State will promptly furnish to be approved by CBTCArvest a copy thereof which Bear State proposes to send to its shareholders and shall (i) provide Arvest with a reasonable opportunity to review and comment thereon prior to delivery to its shareholders, and (ii) include in the Proxy Materials all comments from Arvest to the extent reasonably acceptable to Bear State. (i) The Board of Directors of Bear State shall recommend that Bear State’s shareholders for consummation vote in favor of and adopt and approve this Agreement and the Merger (including any adjournment or postponement, the “CBTC Bear State Recommendation”) at the Bear State Shareholders Meeting”), as promptly as practicable after ; (ii) the Registration Statement is declared effective. The CBTC Board Proxy Materials shall recommend include a statement to the effect that the CBTC shareholders approve and adopt Board of Directors of Bear State has made the Agreement and Bear State Recommendation; (iii) except as otherwise permitted in this Agreement, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Bear State nor any committee thereof shall withdraw, qualify amend or modify, or publicly propose or resolve to change, withdraw, qualify amend or modify, in a manner that is adverse to UnitedArvest or Acquisition, the Bear State Recommendation (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 Changeforegoing, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustmentsBear State Recommendation”); and (iv) Bear State shall use its reasonable best efforts to obtain such approvals of the Bear State shareholders. Bear State agrees that its obligations pursuant to Section 7.2(a) and this Section 7.2(b) shall not be affected by the commencement, proposal, disclosure or communication to Bear State of any Acquisition Proposal. (c) Bear State shall adjourn or postpone the CBTC BoardBear State Shareholders Meeting, following if, as of the time for which such five meeting is originally scheduled, there are insufficient shares of Bear State Common Stock represented (5either in person or by proxy) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach quorum necessary to conduct the business of such meeting. Bear State shall also adjourn or postpone the Bear State Shareholders Meeting, if, on the date of the fiduciary duties Bear State Shareholders Meeting, Bear State has not recorded proxies representing a sufficient number of shares necessary to obtain the approval of the members Bear State shareholders. Notwithstanding anything to the contrary herein, the Bear State Shareholders Meeting shall be convened and this Agreement shall be submitted to the shareholders of Bear State at the CBTC Board under applicable lawBear State Shareholders Meeting, for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve Bear State of such obligation.

Shareholder Approval. CBTC agrees to take(a) The Company shall, promptly after the date hereof, take all commercially reasonable action necessary in accordance with applicable law Section 903 of the NYBCL and its Certificate of Incorporation and Bylaws to obtain approval of the Merger and this Agreement by convening a meeting of the Shareholders (“Shareholder Meeting”) within ninety (90) days of the date hereof. (b) As part of the process for securing approval of the Company’s shareholders, a proxy statement (including the form of proxies) prepared by the Company in conformity with the requirements of the NYBCL, the Exchange Act and the CBTC Articles rules an regulations promulgated thereunder by the Securities and Exchange Commission (“SEC”) is to be sent to the Shareholders of the Company in connection with the Shareholder Meeting (as amended, supplemented or modified, the “Company Proxy Statement”). The Company shall cause the Company Proxy Statement to comply, in all material respects, with the applicable provisions of the Exchange Act and the CBTC Bylawsrules and regulations promulgated thereunder. The Company agrees that, all action necessary except as to convene an appropriate meeting information provided to it by C&T, on the date filed with the SEC and on the date first disseminated to the Shareholders, the Company Proxy Statement shall not contain any untrue statement of its shareholders a material fact or omit to consider and vote upon the approval of this Agreement and state any other matters material fact required to be approved by CBTC’s shareholders for consummation stated therein or necessary in order to make the statements therein, in light of the Merger (including circumstances under which they were made, not misleading. The Company agrees promptly to correct any adjournment information provided by it for use in the Company Proxy Statement if and to the extent that such information shall have become false or postponementmisleading in any material respect, and the Company further agrees to take all steps necessary to cause the Company Proxy Statement, as so corrected, to be filed with the SEC and to be disseminated to the Shareholders, in each case as and to the extent required by applicable federal securities Laws. Prior to filing with the SEC or dissemination to the Shareholders, the “CBTC Meeting”), as promptly as practicable after Company shall afford C&T and its counsel reasonable opportunity to review and comment upon the Registration proposed form of the Company Proxy Statement is declared effectiveand give due consideration to any C&T comments. The CBTC Company will notify Buyer promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Company Proxy Statement or for additional information and will supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Company Proxy Statement or the Merger. Prior to responding to same, the Company shall afford C&T and its counsel reasonable opportunity to review and comment upon such correspondence and give due consideration to any C&T comments. The Company will respond promptly to any comments of the SEC and will cause the Company Proxy Statement to be mailed to the Company Shareholders at the earliest practicable time. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly inform the Buyer of such occurrence and cooperate in filing with the SEC or its staff or any other Governmental Authority, and/or mailing to the Company Shareholders, such amendment or supplement. The Company Board recommendation shall recommend be included in the Company Proxy Statement, except that the CBTC shareholders approve and adopt Board of Directors of the Agreement and the transactions contemplated hereby; provided that the CBTC Board Company may fail to make such recommendation, withdraw or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, modify in a manner that is adverse to United, any Buyer such recommendation (an “Adverse Recommendation Change”), only 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 Directors of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeCompany determines, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be reasonably likely to constitute a breach is necessary in order for the directors of the Company to comply with their fiduciary duties to those Persons to whom the Board owes fiduciary duties under Applicable Laws. (c) The Company shall, in accordance with Section 623 of the members NYBCL, provide prompt notice of the CBTC Board under applicable lawShareholder Approval to those Shareholders who gave notice of their intent to demand payment of the fair value of the Outstanding Shares held by them in accordance with Section 623 of the NYBCL and who did not vote in favor of the Merger.

Shareholder Approval. CBTC agrees (a) Prior to takethe Effective Time and at the -------------------- earliest practicable date following the date hereof, but in no event later than three business days after the date hereof, the Company will solicit written consents from its shareholders seeking approval of this Agreement, the Merger and related matters. In soliciting such written consent, the Board of Directors of the Company will recommend to the shareholders of the Company that they approve this Agreement and the Merger and the Company and the Board of Directors shall use their best efforts to obtain the approval of the shareholders of the Company entitled to vote on or consent to this Agreement and the Merger in accordance with applicable law the CGCL and the CBTC Company's Articles of Incorporation. In soliciting the written consent of shareholders, the Company will deliver to each shareholder as soon as reasonably practicable an information statement (the "Information Statement") substantially the form delivered to Parent on the date hereof. The Information Statement prepared by the Company in the form approved by Parent shall be in such form and contain such information that is intended to permit compliance by the Parent with the requirements of Regulation D under the Securities Act in connection with the issuance of shares of Parent Common Stock in the Merger. (b) Within three business days after the execution of this Agreement, the Company will distribute the Information Statement to the shareholders of the Company. As promptly as practicable after the date of this Agreement, the Company and the CBTC BylawsParent will prepare and file any filings required under the Exchange Act, the Securities Act or any other Federal, foreign or state securities or blue sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Filings"). The Information Statement and the Filings will comply in all action necessary material respects with all applicable requirements of law. Whenever any event occurs which is required to convene be set forth in an amendment or supplement to the Information Statement or any Filing, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate meeting amendment or supplement, and/or mailing to shareholders of its shareholders to consider the Company, such amendment or supplement. The Information Statement will include the recommendation of the Board of Directors of the Company in favor of adoption and vote upon the approval of this Agreement and approval of the Merger. (c) The Principal Shareholders each severally agree to vote their shares of the capital stock of the Company for the approval and adoption of this Agreement and the Merger. The Principal Shareholders each severally agree that they (i) shall not dispose of or in any other matters required way encumber said shares prior to be approved by CBTC’s shareholders for the consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that , (ii) shall take no action inconsistent with the CBTC Board may fail to make such recommendation, 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 approval and having consulted with and considered the advice consummation 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); said transactions and (ciii) at the CBTC BoardClosing shall surrender the stock certificates representing all shares of Company Stock owned by them, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawduly endorsed for transfer.

Shareholder Approval. CBTC agrees to (a) Following the execution of this Agreement, Company shall take, in accordance with applicable law Law and the CBTC Articles Certificate of Incorporation and the CBTC BylawsBylaws of Company, all action necessary to convene an appropriate a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the 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 CBTCCompany’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 Approval 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. 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 an 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 (including 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 the Company Meeting recommend approval of this Agreement by the shareholders of Company and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided hereby (the “Company Recommendation”) and shall not make a Company Subsequent Determination and the Proxy Statement-Prospectus shall include the Company Recommendation. In the event that the CBTC Board may fail to make there is present at such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modifymeeting, in a manner that is adverse person or by proxy, sufficient favorable voting power to Unitedsecure the Requisite Company Shareholder Approval, any such recommendation (an “Adverse Recommendation Change”), if Company will not adjourn or postpone the CBTC Company Meeting unless Company 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, having considered the advice of counsel that the failure to take such action do so would be reasonably likely to constitute a breach of the inconsistent with its fiduciary duties of the members of the CBTC Board under applicable lawLaw. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by Buyer.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate AMNB shall call a meeting of its shareholders to consider and vote upon (the approval of this Agreement and any other matters required “AMNB Meeting,”) to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), held as promptly soon as reasonably practicable after the Registration Statement is declared effective, for the purpose of obtaining (a) the Requisite AMNB Vote and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and AMNB shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable after the date of this Agreement. The CBTC AMNB and its Board of Directors shall recommend 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 CBTC shareholders of AMNB adopt and approve and adopt the this Agreement and the transactions contemplated hereby; provided that hereby (the CBTC “AMNB Board may Recommendation”). AMNB and its Board of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Buyer, the AMNB Board Recommendation, (ii) fail to make such 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 changeendorse an Acquisition Proposal or publicly announce an intention to adopt, withdrawapprove, qualify recommend or modifyendorse 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 changedo any of the foregoing (any of the foregoing, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”). Notwithstanding anything in this Agreement to the contrary, if (x) after the CBTC date hereof, AMNB receives a Superior Proposal and (y) the Board hasof Directors of AMNB, after having consulted consulting with its financial advisor outside counsel and, with respect to financial matters and having consulted with and considered the advice of matters, its outside legal counselfinancial advisors, determined determines in good faith that the failure to make an Adverse Recommendation Change it would nevertheless be reasonably likely to constitute be a breach 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 fiduciary duties Requisite AMNB Vote, (A) submit this Agreement to AMNB shareholders without recommendation (although the resolutions approving this Agreement as of the members 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 CBTC Board under applicable law; provided that: event or circumstances giving rise to its determination to take such action (a) prior to making an Adverse Recommendation Change, including the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any latest material terms and conditions and the identity of the third party in any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if 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 (it being understood that any law to make or continue to make the AMNB Board Recommendation. Any material amendment to any material term Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of such Superior Proposal shall this Section 6.3 and will require a new Notice of Recommendation Changenotice period as referred to in this Section 6.3, except that, in such case, that the notice period shall be three (3) business days rather than the five (5) business day notice period referred to 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 this Section 7.02 shall be reduced to three (3person or by proxy) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach quorum necessary to conduct the business of such meeting. Notwithstanding anything to the fiduciary duties contrary herein, unless this Agreement has been terminated in accordance with its terms, the AMNB Meeting shall be convened and this Agreement shall be submitted to the shareholders of AMNB at the members AMNB Meeting, and nothing contained herein shall be deemed to relieve AMNB of the CBTC Board under applicable lawsuch obligation.

Shareholder Approval. CBTC agrees to take(a) As promptly as practicable following the date of this Agreement, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate Company 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 the Merger and shall use its reasonable best efforts to consider cause such 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 vote upon (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 and any other matters required to be approved consummate the transactions contemplated by CBTC’s shareholders this Agreement. (b) If on the date for consummation of which the Merger Shareholders Meeting is scheduled (including any adjournment or postponement, the “CBTC MeetingOriginal Date”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders Company has not received proxies representing a sufficient number of Shares to approve and adopt the Agreement and the transactions contemplated hereby; provided that , whether or not a quorum is present, Parent shall have the CBTC Board may fail right to make such recommendation, 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 require 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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)Company, and identify the Person making such Superior ProposalCompany shall have the right, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require postpone or adjourn the Shareholders Meeting to a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 date which shall not be required more than 45 days after the Original Date. If the Company continues not to propose any such adjustments); 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 (c) the CBTC BoardCompany may, following such five (5) business day period, determines make one or more successive postponements or adjournments of the Shareholders Meeting as long as the date of the Shareholders Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in good faith, after consultation with its financial advisors and outside counsel, reliance on this subsection. In the event that the failure Shareholders Meeting is adjourned or postponed as a result of applicable Law, including the need to take disseminate to shareholders any amendments or supplements to the Proxy Statement, any days resulting from such action would adjournment or postponement shall not be reasonably likely to constitute a breach included for purposes of the fiduciary duties calculations of the members number of the CBTC Board under applicable lawdays pursuant to this subsection.

Shareholder Approval. CBTC agrees 7.4.1. Subject to takethe effectiveness of the Form S-4, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate Old Forge shall call a meeting of its shareholders to consider and vote upon (the approval of this Agreement and any other matters required "OLD FORGE SHAREHOLDER MEETING") to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), held as promptly soon as reasonably practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that date hereof for the CBTC shareholders approve and adopt purpose of obtaining the Agreement and requisite shareholder approval required in connection with the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendationMerger, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in substantially the terms and conditions set forth in this Agreement, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The Old Forge Board shall use its reasonable best efforts to obtain from its shareholders the shareholder vote approving the Merger, on substantially the terms and conditions set forth in this Agreement, required to consummate the transactions contemplated by this Agreement. The Old Forge Board shall, subject to the provisions of Section 7.9.3, affirmatively recommend that the Old Forge shareholders vote in favor of and adopt this Agreement as would enable (the CBTC "APPROVAL RECOMMENDATION"), and submit this Agreement to its shareholders at the Old Forge Shareholder Meeting. The Old Forge 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 proceed without an Adverse Recommendation Change Old Forge's shareholders for their consideration. 7.4.2. Each of Penseco and Old Forge shall, and shall cause its respective Subsidiaries to, use their reasonable best efforts (it being understood i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that United shall not may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article 8 hereof, to consummate the transactions contemplated by this Agreement, and (ii) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to propose be obtained by Old Forge or Penseco or any such adjustments); of their respective Subsidiaries in connection with the Merger and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawother transactions contemplated by this Agreement.

Shareholder Approval. CBTC agrees to (a) Following the execution of this Agreement, OFSI shall take, in accordance with applicable law and the CBTC its Articles of Incorporation and the CBTC Bylaws, all action necessary to convene an appropriate a meeting of its shareholders as promptly as practicable (and in any event within ninety (90) days of the date hereof) to consider and vote upon the approval adoption of this Agreement and approval of the transactions contemplated hereby (including the Merger) and any other matter required to be approved by the shareholders of OFSI in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Meeting”). (b) Subject to Section 7.5 hereof, OFSI shall prepare an appropriate proxy statement and other proxy solicitation materials (the “Proxy Statement”), which shall be subject to review and comment by F&M, and OFSI shall use its reasonable best efforts to obtain the requisite vote of OFSI’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 OFSI in connection with the Shareholder Meeting are solicited in compliance with the Indiana Business Corporation Law, the Articles of Incorporation and Bylaws of OFSI, and all other applicable legal requirements. OFSI shall keep F&M updated with respect to the proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by F&M. (c) Subject to Section 7.5 hereof, OFSI’s Board of Directors shall recommend that OFSI’s shareholders vote to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCOFSI’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that . (d) Subject to Section 7.5 hereof, OFSI and the CBTC Board may fail to make such recommendation, 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 Trustee of the fiduciary duties ESOP shall provide each participant or beneficiary in the ESOP with the opportunity to confidentially provide the Trustee of the members ESOP with written directions as to the manner in which the shares of OFSI Common Stock allocated to the account of such participant or beneficiary under the ESOP should be voted by the Trustee at the Shareholder Meeting, as required by the terms of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”ESOP and Section 409(e) of its intent the Internal Revenue Code. OFSI and the Trustee of the ESOP shall distribute an information statement (which will be substantially similar to announce an Adverse Recommendation Change on the fifth (5thProxy Statement in form and content) business day following delivery to each participant in the ESOP in advance of such notice, which notice shall specify any material terms the Shareholders Meeting and conditions of any applicable Superior Proposal (and include a copy thereof otherwise comply with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if requirements imposed by 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawDOL or IRS guidance regarding pass-through voting for ESOPs.

Shareholder Approval. CBTC (a) IDPK agrees to take, in accordance with applicable law and the CBTC IDPK Articles and the CBTC IDPK Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable after the 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 CBTCIDPK’s shareholders for consummation of the Merger Transaction (including any adjournment or postponement, the “CBTC IDPK Meeting”). Except with the prior approval of PPBI, as promptly as practicable after no other matters shall be submitted for the Registration Statement is declared effectiveapproval of the IDPK shareholders at the IDPK Meeting. The CBTC Subject to Section 6.02(b), the IDPK Board shall at all times prior to and during such meeting recommend that such approval and shall take all reasonable 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 CBTC IDPK Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders approve and adopt of IDPK at the IDPK Meeting for the purpose of approving the Agreement and any other matters required to be approved by IDPK’s shareholders for consummation of the transactions contemplated hereby; provided that Transaction. In addition to the CBTC foregoing, IDPK shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, IDPK and the IDPK Board may fail shall be permitted to make such recommendationeffect a Change in Recommendation if and only to the extent that: (i) IDPK shall have complied in all material respects with Section 6.07; (ii) the IDPK Board, 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 based on advice of its outside legal counsel, shall have determined in good faith that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach violation of the its fiduciary duties of the members of the CBTC Board under applicable law; provided that: and (aiii) if the IDPK Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the IDPK Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by PPBI pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) IDPK shall notify PPBI, 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 PPBI a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and all other material documents, and (C) prior to making an Adverse Recommendation Changeeffecting such a Change in Recommendation, IDPK shall, and shall cause its financial and legal advisors to, during the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day period following IDPK’s delivery of such notice, which the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three clause (3B) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changeabove, CBTC shall negotiate with PPBI in good faith with United for a period of up to five Business Days (if requested by Unitedto the extent PPBI desires to negotiate) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board so that such Acquisition Proposal ceases to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and constitute a Superior Proposal. (c) PPBI agrees to take, in accordance with applicable law and the CBTC BoardPPBI Certificate and PPBI Bylaws, following such five (5) business day period, determines in good faith, after consultation with all action necessary to convene as soon as reasonably practicable a meeting of its financial advisors shareholders to consider and outside counsel, that vote upon the failure to take such action would be reasonably likely to constitute a breach approval of the fiduciary duties issuance of the members PPBI Common Stock in the Merger and any other matters required to be approved by PPBI’s shareholders for consummation of the CBTC Transaction (including any adjournment or postponement, the “PPBI Meeting”). The PPBI Board under applicable lawshall at all times prior to and during the PPBI 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 and shall take all reasonable lawful action to solicit such approval by its shareholders.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the 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”)a) The Westbound Board shall, as promptly soon as practicable after the Registration Statement is declared becomes effective, duly call, give notice of, and cause to be held, a meeting of the shareholders of Westbound (the “Westbound Meeting”) at such time as may be mutually agreed to by the parties, but not later than fifty (50) days following the Registration Statement becoming effective, and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Westbound Meeting for the purpose of obtaining the Requisite Westbound Vote. Specifically, the Westbound Board will present for the consideration of Westbound shareholders a proposal to vote to approve this Agreement and the related transactions. The CBTC Westbound Board shall will (i) cause proper notice of the Westbound Meeting to be given to Westbound shareholders in compliance with applicable Law, (ii) distribute to Westbound shareholders the Proxy Statement, (iii) subject to Section 5.04(b), recommend that the CBTC Westbound’s shareholders approve and adopt the this Agreement and the transactions contemplated hereby; provided , and (iv) perform such other acts as may be reasonably necessary to ensure that the CBTC Requisite Westbound Vote is obtained. (b) Notwithstanding the foregoing, the Westbound Board may fail to make such recommendation, or change, withdraw, qualify or modifyfail to make its recommendation as contemplated by this Section 5.04(b) (“Change in Recommendation”) if and only to the extent that: (i) Westbound and each of the Westbound Representatives (to the extent applicable) has complied in all material respects with Section 5.03; (ii) the Westbound Board, or publicly propose after consultation with its outside counsel, has determined in good faith that failure to change, withdraw, qualify or modify, make a Change in a manner that is adverse Recommendation would reasonably be expected to United, any such recommendation be inconsistent with its fiduciary duties under applicable Law; and (an “Adverse Recommendation Change”), iii) if the CBTC Westbound Board has, after having consulted with its financial advisor intends to make a Change in Recommendation with respect to financial matters and having consulted with and considered an Acquisition Proposal, (A) the advice Westbound Board has concluded in good faith, after giving effect to any adjustments that are offered in writing by Guaranty pursuant to subclause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) Westbound has notified Guaranty, at least four (4) Business Days in advance of making the Change in Recommendation, of its outside legal counsel, determined that the failure intention to make an Adverse a Change in Recommendation Change would be reasonably likely in response 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (including the identity of the party making such Acquisition Proposal) and include furnished to Guaranty a copy thereof with all accompanying documentation, if in writing)written description of the material terms of the Superior Proposal and copies of such other material documents that Westbound is not required to keep confidential, and identify the Person (C) before making such Superior Proposala Change in Recommendation, if applicable Westbound and its financial and legal advisors, during the four (it being understood that any amendment to any material term 4) Business Day period beginning on the date of such Superior Proposal shall require a new Notice Westbound’s delivery of Recommendation Change, except that, in such case, the five (5) business day period notice referred to in this Section 7.02 shall be reduced to three subclause (3B) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changeabove, CBTC shall negotiate negotiated with Guaranty in good faith with United (if requested by Unitedto the extent Guaranty desires to negotiate) and provide United reasonable opportunity during the 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 so that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely Acquisition Proposal ceases to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSuperior Proposal.

Shareholder Approval. CBTC (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 Merger 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, Merger 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, Merger 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 takeMerger 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 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 the 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 CBTC Articles declaration of effectiveness of the Registration Statement, the Public Company Shareholders Meeting for the purpose of considering and voting upon the CBTC BylawsPublic Company Voting 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 an appropriate meeting of solicit from 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 proxies in favor of the Merger (including any adjournment or postponement, the “CBTC Meeting”), Public Company Voting Proposals. The Public Company Meeting shall be held as promptly as practicable after the effective date of the Registration Statement is declared effective(on a date selected by Public Company in consultation with Merger Partner) but in no event later than forty-five (45) days after the effective date of the Registration Statement. The CBTC If sufficient votes to obtain the Public Company Voting Proposals have not been obtained as of the close of business on the Business Day prior to the 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) 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 recommend that the CBTC shareholders Public Company Shareholders approve the Public Company Voting Proposals and adopt Public Company shall include such recommendation in the Agreement Proxy Statement/Prospectus. (e) Except in the case of a Public Company Board Recommendation Change made in compliance with Section 6.01, Public Company shall use its reasonable best efforts to solicit 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 transactions contemplated hereby; provided approvals of the Shareholders of Public Company. Public Company shall ensure that all proxies solicited in connection with the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modifyPublic Company Meeting are solicited in material compliance with all applicable laws. Public Company, in its capacity as the sole Shareholder of Merger Sub, shall approve the Merger. (f) Notwithstanding the foregoing, nothing herein shall limit a manner that is adverse party's right 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions of terminate this Agreement as would enable the CBTC Board pursuant to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSection 8.01.

Shareholder Approval. CBTC agrees to take(a) THOMASTON FEDERAL shall call a Shareholders' Meeting, in accordance with applicable law and the CBTC Articles and the 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”), held as promptly soon as reasonably practicable after the Registration Statement is declared effectiveeffective by the SEC, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. The CBTC In connection with the Shareholders' Meeting, the Board of Directors of THOMASTON FEDERAL shall recommend that to its shareholders, subject to the CBTC shareholders approve conditions in such authorization and adopt recommendation by the Agreement and Board of Directors, the transactions contemplated hereby; provided that approval of the CBTC matters submitted for approval (subject to the Board may fail to make such recommendation, 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 hasof Directors of THOMASTON FEDERAL, 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 reasonably determining in good faith that the making of such recommendation, or the failure to make an Adverse Recommendation Change withdraw or modify its recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC such Board of Directors to THOMASTON FEDERAL's shareholders, under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person making Board of Directors and officers of THOMASTON FEDERAL shall use their reasonable efforts to obtain such Superior Proposalshareholders' approval (subject to the Board of Directors of THOMASTON FEDERAL, if applicable (it being understood that any amendment to any material term after having consulted with and considered the advice of such Superior Proposal shall require a new Notice of Recommendation Changeoutside counsel, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate reasonably determining in good faith with United (if requested by United) and provide United reasonable opportunity during the 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take taking of such action actions would be reasonably likely to constitute a breach of the fiduciary duties of the members of such Board of Directors to the CBTC Board THOMASTON FEDERAL shareholders, under applicable law). (b) INTERIM shall call an INTERIM Shareholders' Meeting, to be held as soon as reasonably practicable after its organization, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the INTERIM Shareholders' Meeting, the Board of Directors of INTERIM shall recommend to its shareholder, subject to the conditions in such authorization and recommendation by the Board of Directors, the approval of the matters submitted for approval, and the Board of Directors and officers of INTERIM shall use their reasonable efforts to obtain its shareholder's approval. FLAG, as sole shareholder of INTERIM, shall vote its shares of INTERIM in favor of this Agreement.

Shareholder Approval. CBTC agrees (a) As soon as practicable after the date of this Agreement, and in no event later than fifteen (15) business days after the date hereof, Sellers shall prepare and cause to takebe filed with the SEC a proxy statement pursuant to Rule 14a-3 promulgated under Section 14A of the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement") in connection with the approval and adoption of this Agreement, the Transaction and the other Transaction Documents. The Proxy Statement shall include a statement that Sunland's Board of Directors has approved this Agreement, determined that this Agreement, the Transaction and the other Transaction Documents are in the best interests of Sunland's shareholders and recommends that Sunland's shareholders vote in favor thereof, and Sunland shall use its commercially reasonable efforts to solicit such votes from its shareholders. The Proxy Statement shall comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Sellers shall immediately advise Purchaser if the Proxy Statement, including any amendments or supplements thereto, at the time filed with the SEC, as of the date of mailing to the shareholders of Sunland or at any other time, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading. Sunland shall respond promptly to any comments of the SEC or its staff with respect thereto and use its best efforts to have the Proxy Statement cleared by the SEC as soon as practicable after its filing. Sunland shall also promptly furnish to Purchaser and its counsel copies of any correspondence received from the SEC, and shall permit representatives of the Purchaser to attend any telephone calls with the SEC that discuss comments made by its staff. As soon as practicable after clearance by the SEC of the Proxy Statement, Sunland shall mail the Proxy Statement to its shareholders. In addition, Sunland shall take all action necessary in accordance with applicable law Laws and the CBTC Articles its charter to duly call, give notice of, convene and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders as soon as practicable solely to consider and vote upon approve this Agreement, the approval Transaction and the Transaction Documents. (b) In the event that prior to the Sellers' filing of the Proxy Statement, Sunland receives authorization by written consent from that number of holders of its capital stock necessary to approve this Agreement, the Transaction and the other Transaction Documents, then notwithstanding the provisions of this Agreement and any other matters required Section 5.13 to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”)contrary, as promptly soon as practicable after the Registration Statement is declared effective. The CBTC Board date of this Agreement, and in no event later than fifteen (15) business days after the date hereof, Sellers shall recommend that prepare and cause to be filed with the CBTC shareholders approve SEC an information statement pursuant to Rule 14(c) promulgated under Section 14A of the Exchange Act (together with any amendments or supplements thereto, the "Information Statement") in connection with the approval and adopt adoption of this Agreement, the Transaction and the other Transaction Documents, and shall take all other actions necessary and consistent with the provisions of this Section 5.13, with respect to the Information Statement. (c) As promptly as practicable, Sellers shall properly prepare and file any other filings required under the Securities Act, the Exchange Act or any other Laws (including, without limitation, state securities and "blue sky" laws) relating to the Transactions contemplated by this Agreement and the transactions contemplated hereby; provided that other Transaction Documents (collectively, "Other Filings"). (d) Sellers shall provide copies of drafts of the CBTC Board Proxy Statement or the Information Statement, as the case may fail be, to make Purchaser and its counsel at least two (2) business days prior to the date of filing of such recommendation, 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 document with the SEC (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor including with respect to financial matters each amendment or supplement thereto) so as to allow Purchaser to review and having consulted comment on such documents. Such review shall not be deemed a review by Purchaser or its counsel as to whether the Sellers have properly complied with and considered SEC rules or regulations. Prior to 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 filing of the fiduciary duties of Proxy Statement or the members of Information Statement, as the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changecase may be, with the SEC, the CBTC Board Sellers shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate consider in good faith with United (if any comments made by, or changes requested by United) and provide United reasonable opportunity during the 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 not be required to propose any such adjustments); and (c) the CBTC Boardby, following such five (5) business day period, determines in good faith, after consultation with Purchaser or its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees If and only to take, the extent that the Buyers would be restricted under section 606 of the Corporations Act (being the “Corporations Act Limitation” (as defined in the Schedule of Terms)) from converting Preference Shares into Ordinary Shares in accordance with applicable law and the CBTC Articles and Schedule of Terms, the CBTC BylawsBuyers may, all action necessary by written notice, accompany a Conversion Notice (as defined in the Schedule of Terms) with a request for the Company to convene an appropriate meeting obtain approval of its shareholders to consider and vote upon for the approval purposes of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation section 611 item 7 of the Merger Corporations Act for the conversion of the relevant Preference Shares into Ordinary Shares in accordance with the Schedule of Terms (including any adjournment or postponement, the “CBTC MeetingShareholder Approval”) (“Shareholder Approval Request”), as promptly as practicable after in which case if such a Shareholder Approval Request is made: (i) the Registration Statement is declared effective. The CBTC Board shall recommend Company must take all necessary steps to call and will call a general meeting in compliance with the Corporations Act, the Nasdaq listing rule and the Company constitution to consider the Shareholder Approval; (ii) the Company must take all reasonable steps requested by the Buyers to encourage the Company’s shareholders to vote in favour of the Shareholder Approval; (iii) the Company must engage an appropriately qualified independent expert (“Expert”) to prepare a report in relation to the proposed conversion of Preference Shares into Ordinary Shares in accordance with the Corporations Act and ASIC Regulatory Guide 74 (“IER”); (iv) the Company will prepare a notice of meeting and explanatory memorandum for a shareholder meeting in compliance with the Corporations Act and ASIC Regulatory Guide 74; (v) the Company must use reasonable endeavors to state in the notice of meeting (on the basis of statements made to it by each of its directors) that the CBTC Company’s board of directors unanimously recommends that shareholders approve of the Company support the conversion of the relevant Preference Shares into Ordinary Shares and adopt vote in favour of the Agreement Shareholder Approval. To avoid doubt: a. the recommendation may be expressed as being subject to the Expert concluding, and the transactions contemplated hereby; provided continuing to conclude, that the CBTC Board conversion of the relevant Preference Shares into Ordinary Shares is reasonable to the non-associated shareholders of the Company (being either ‘fair and reasonable’ or ‘not fair but reasonable’ to the shareholders of the Company other than any Buyer and its Associates (as defined by section 12 of the Corporations Act)); b. a director of the Company may fail change or withdraw his or her recommendation if: i. the Expert gives a report that fails to make such recommendation, conclude that the conversion of the Preference Shares into Ordinary Shares is ‘fair and reasonable’ or change, withdraw, qualify ‘not fair but reasonable’ (or modify, having given a report that concluded that the conversion of the relevant Preference Shares into Ordinary Shares is ‘fair and reasonable’ or publicly propose to change, withdraw, qualify or modify, ‘not fair but reasonable’ gives a report changing that conclusion); or ii. the board of directors of the Company has determined in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board hasgood faith, after having consulted with its financial advisor with respect receiving written legal advice from the Company’s external legal advisers, that failing 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 do so is reasonably likely to constitute a breach of its fiduciary or statutory duties; c. a director need not make a recommendation, or may change or withdraw their recommendation so as not to make a recommendation, if after first obtaining advice from independent counsel, the fiduciary duties director has an interest that renders it inappropriate for that director to make or maintain any such recommendation; and (vi) each relevant Buyer acknowledges that an IER from an Expert will be included in the meeting documents for the shareholder meeting and that the Company will provide a draft of the members notice of meeting and IER to the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms Australian Securities and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawInvestments Commission.

Shareholder Approval. CBTC agrees If, as a result of the Offer, the exercise of the Top-Up Option, if any, or otherwise, Purchaser directly or indirectly owns one Share more than 80% of the outstanding Shares, BSRO, Purchaser and Pep Boys will consummate the Merger under the short-form merger provisions of the PBCL without prior notice to, or any action by, any other shareholder of Pep Boys as soon as practicable after the Offer Closing, subject to takethe satisfaction or waiver of the remaining conditions set forth in the Merger Agreement. If Purchaser does not acquire at least one Share more than 80% of the outstanding Shares (pursuant to the Offer, the exercise of the Top-Up Option, if any, or otherwise), BSRO and Purchaser will seek approval of the Merger and adoption of the Merger Agreement by Pep Boys' shareholders. Approval of the Merger and adoption of the Merger Agreement requires the affirmative vote of at least a majority of the votes cast by holders of outstanding Shares entitled to vote in thereon, including the Shares owned by Purchaser, BSRO and its wholly owned subsidiaries. Thus, assuming that the Minimum Condition is satisfied, upon consummation of the Offer, Purchaser, BSRO and its wholly owned subsidiaries would own sufficient Shares to enable Purchaser, BSRO and its wholly owned subsidiaries, without the affirmative vote of any other shareholder of Pep Boys, to satisfy the shareholder approval requirement to approve the Merger and adopt the Merger Agreement. Pursuant to the Merger Agreement, if the approval of the Merger and adoption of the Merger Agreement by the holders of Shares is required by law (the "Shareholder Approval"), then, in accordance with the articles of incorporation of Pep Boys and applicable law law, Pep Boys will, for the purpose of obtaining the Shareholder Approval, duly set a record date for, call, give notice of, convene and hold a special meeting of Pep Boys' shareholders as promptly as reasonably practicable following the CBTC Articles date upon which the proxy or information statement relating to the Shareholder Table of Contents Approval is cleared by the SEC. BSRO and Purchaser have agreed that, at the CBTC Bylawsspecial meeting, all action necessary of the Shares acquired pursuant to convene an appropriate meeting the Offer or otherwise owned by BSRO or any of its shareholders to consider and vote upon the approval subsidiaries will be voted in favor of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation adoption of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawAgreement.

Shareholder Approval. CBTC agrees to takeAs soon as practicable following the execution and delivery of this Agreement, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval Company shall give written notice of this Agreement and the proposed Merger to all Company shareholders and shall use commercially reasonable efforts to take all other action necessary in accordance with the California Code and its Articles of Incorporation and Bylaws to convene a meeting of the shareholders of the Company or to secure the written consent of its shareholders ("Company Shareholder Action") before December 31, 2000. The Company shall submit this Agreement 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 Broadcom regarding the date of the Company Shareholder Action and shall not postpone or adjourn (other matters than for the absence of a quorum) any meeting of the shareholders of the Company without the consent of Broadcom, which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to be approved by CBTC’s solicit and obtain from shareholders for consummation of the Company proxies or written consents in favor of the Merger and this Agreement and shall take all other action necessary or advisable to secure the vote or written consent of shareholders required to effect the Merger. The Company shall establish a record date for determining the shareholders of the Company entitled to vote or consent in connection with the Company Shareholder Action that is as early as possible after the date of this Agreement. The materials submitted to the shareholders of the Company in respect of the Merger shall have been subject to prior review and comment by Broadcom and shall include (including any adjournment or postponementa) information regarding the Company, the “CBTC Meeting”)terms of the Merger and this Agreement, as promptly as practicable after (b) the Registration Statement is declared effective. The CBTC unanimous recommendation of the Board shall recommend of Directors of the Company that the CBTC Company's shareholders approve the Merger and adopt the this Agreement and the transactions contemplated hereby; provided that hereby and approve and execute such other documents as may be required to satisfy the CBTC Board may fail to make such recommendation, 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 applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Broadcom Common Stock in the Merger, (c) the conclusion of the members Board of Directors of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person making such Superior Proposal, if applicable (it being understood Company 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement the Merger are advisable, fair and reasonable to, and in the best interests of, the Company's shareholders and (d) such other documents as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not may be required to propose any such adjustments); and (c) satisfy the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Broadcom Common Stock in the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees to take, in accordance with (a) Bancshares shall take all steps under applicable law laws and the CBTC Articles its Certificate of Incorporation and the CBTC Bylaws, all action Bylaws necessary to duly call, give notice of, convene an appropriate meeting and hold the Bancshares Shareholders Meeting as soon as reasonably practicable after the Registration Statement is declared effective for the purpose of its shareholders to consider (i) considering and vote voting 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 promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that hereby and (ii) for such other purposes consistent with the CBTC Board complete performance of this Agreement as may fail to make such recommendation, or change, be necessary and desirable. (b) of Directors of Bancshares nor any committee thereof shall withdraw, qualify amend or modify, or publicly propose or resolve to change, withdraw, qualify amend 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 ChangeSWB, the CBTC Board shall provide written notice to United (a “Notice recommendation that Bancshares’ shareholders vote in favor of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (adopt and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period to make such adjustments in the terms and conditions of approve this Agreement as would enable and the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and Merger. (c) Nothing in this Agreement shall prevent the CBTC BoardBoard of Directors of Bancshares from, following such five prior to a favorable vote of the Bancshares shareholders, withholding, withdrawing, amending or modifying its recommendation in favor of adopting and approving this Agreement and the Merger or from not including its recommendation in favor of adopting and approving this Agreement and the Merger in the Proxy Materials if (5i) business day period, determines a Superior Proposal is made to Bancshares and not withdrawn; (ii) neither Bancshares nor any of its representatives shall have violated any of the restrictions set forth in Section 7.4; (iii) the Board of Directors of Bancshares concludes in good faith, after consultation with and receiving advice from its financial advisors and outside counsel, that that, in light of such Superior Proposal, the failure withholding, withdrawal, amendment or modification of such recommendation is necessary in order for the Board of Directors of Bancshares to take such action would be reasonably likely comply with its fiduciary obligations to constitute a breach of the fiduciary duties of the members of the CBTC Board Bancshares’ shareholders under applicable law; and (iv) to the extent applicable, Bancshares complies with the requirements of Sections 7.5 and 9.1(d); provided, however, that prior to any withholding, withdrawal, amendment or modification of the Bancshares Board’s recommendation, Bancshares shall have given SWB at least two Business Days notice thereof and the opportunity to meet with Bancshares and its counsel. Nothing contained in this Section 7.4(c) shall limit Bancshares’ obligation to hold and convene the Bancshares Shareholders Meeting (regardless of whether the recommendation of the Board of Directors of Bancshares shall have been withheld, withdrawn, amended or modified).

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the 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 postponementa) No later than [·], the Company shall duly call, give notice of, establish a record date for, convene and hold its [·] annual shareholders’ meeting (the “CBTC Shareholders’ Meeting”), as promptly as practicable after for the Registration Statement is declared effectivepurpose of, among other matters, voting upon approval and adoption of the Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company’s shareholders required to appoint the Board Representative) (the “Shareholder Approval”). The CBTC Company shall: (A) through its Board recommend to its shareholders the approval and adoption of the Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company’s shareholders required to appoint the Board Representative) (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; and (C) use its best efforts to obtain the Shareholder Approval. The Purchasers shall recommend that vote to approve the CBTC Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company’s shareholders approve required to appoint the Board Representative) at the Shareholders’ Meeting and adopt not take any action or inaction to directly or indirectly delay or support any opposition to the Agreement and Shareholder Approval. Neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to Uniteda Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such recommendation meeting is originally scheduled there are insufficient shares of Common Stock represented (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 either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Shareholders’ Meeting, if on the date of the fiduciary duties Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeShareholder Approval and, following such adjournment or postponement, the CBTC Board Company shall provide written notice solicit proxies representing a sufficient number of shares to United (a “Notice obtain the Shareholder Approval. Following the first of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of either such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentationadjournment or postponement, if in writing)requested by a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and identify on terms reasonably acceptable to, such Purchaser in connection with obtaining the Person making such Superior Proposal, if applicable Shareholder Approval. (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 caseb) After obtaining the Shareholder Approval, the Company shall as promptly as reasonably practical, file the Non-Voting Common Stock Articles Supplementary with the Maryland Department of Assessments and Taxation, as required by applicable Law and provide each Purchaser a certificate from the Maryland Department of Assessments and Taxation evidencing that the Non-Voting Common Stock Articles Supplementary is in full force and effect as of a date within five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following Business Days after the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach date of the fiduciary duties of the members of the CBTC Board under applicable lawShareholders’ Meeting.

Shareholder Approval. CBTC agrees (1) Notwithstanding any other provision of this Agreement, the Corporation shall not issue any Equity Securities pursuant to takeany Issuance if: (a) the Gold Fields Group is entitled to exercise Anti-Dilution Rights in respect of such Issuance; and (b) under applicable Laws, in accordance with applicable law and such issuance of Equity Securities to the CBTC Articles and Gold Fields Group pursuant to the CBTC Bylaws, all action Anti-Dilution Rights must first receive the approval of the shareholders of the Corporation ("Shareholder Approval"); unless such Shareholder Approval has been obtained or the Gold Fields Group elects to acquire Equity Securities as contemplated by Section 2.04(3) to the extent necessary to put the Gold Fields Group in the same position immediately following such Issuance as it would have been if it had acquired Equity Securities pursuant to such Anti-Dilution Rights. For the purposes of the foregoing, Shareholder Approval shall be deemed to be required if Gold Fields considers, acting reasonably, on the advice of counsel and in consultation with the Corporation, that Shareholder Approval is required to enable the Gold Fields Group to exercise the Anti-Dilution Rights. (2) In the event that Shareholder Approval is required in connection with any Issuance pursuant to the Anti-Dilution Rights, the Corporation and Gold Fields shall cooperate in seeking and use their respective reasonable commercial efforts to obtain such Shareholder Approval and, without limiting the generality of the foregoing, the Corporation shall, as soon as is reasonably practicable, convene an appropriate and hold a special meeting of its shareholders to consider and vote upon (the approval "Meeting") for the purpose of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponementobtaining such Shareholder Approval and, in connection therewith, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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: Corporation shall: (a) prior prepare, file and distribute to making an Adverse Recommendation Changeits shareholders in accordance with all applicable Laws a management information circular, together with any other documents required by applicable Laws in connection with obtaining such Shareholder Approval, and give Gold Fields the opportunity to review and comment on all such documents (all of which documents shall be reasonably satisfactory to Gold Fields before they are filed or distributed to shareholders); (b) in a timely and expeditious manner, prepare, file and distribute to its shareholders any mutually agreed (or as otherwise required by applicable Laws) amendments or supplements to such management information circular in accordance with all applicable Laws (which amendments or supplements shall be reasonably satisfactory to Gold Fields before they are filed or distributed to shareholders); (c) solicit proxies to be voted at the Meeting in favour of the Shareholder Approval; (d) allow representatives of Gold Fields to attend the IAMGOLD Meeting; and (e) conduct the Meeting in accordance with the Canada Business Corporations Act, the CBTC Board shall provide written notice to United (a “Notice by-laws of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms Corporation and conditions of any as otherwise required by applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three Laws. (3) business days following In the delivery event that Shareholder Approval is required in connection with any proposed issuance of Equity Securities pursuant to the Anti-Dilution Rights and such Shareholder Approval has not been obtained, the Gold Fields Group may, at its sole option, upon prior notice to the Corporation by Gold Fields, elect to purchase Equity Securities in the secondary market subsequent to the completion of such new Notice of Recommendation Change); (b) 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 issuance to the subsequent five (5) business day period extent necessary to make such adjustments put the Gold Fields Group 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 not be required to propose any such adjustments); and (c) the CBTC Board, same position immediately following such five (5) business day period, determines in good faith, after consultation with issuance as it would have been if it had exercised its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawAnti-Dilution Rights.

Shareholder Approval. CBTC agrees (a) Ezlogin shall promptly after the date of the Original Merger Agreement take all action necessary in accordance with California Law and its Articles of Incorporation and Bylaws to takecall, give notice of, convene and hold the Ezlogin Shareholders meeting or, if requested by 724 Solutions, to secure the written consent of its Shareholders as soon as possible, but in no event later than five (5) days or such later date as may be required by the California Commissioner of Corporations, after the date of a favorable determination in the Fairness Hearing and the issuance of the Permit. Ezlogin shall consult with 724 Solutions regarding the date of the Ezlogin Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Ezlogin Shareholders Meeting without the consent of 724 Solutions. Ezlogin shall use its reasonable best efforts to solicit from Shareholders of Ezlogin proxies or consents in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of Shareholders required to effect the Merger. (b) Without limiting the generality of the foregoing, promptly after the execution of this Agreement, Ezlogin, in consultation with 724 Solutions, will prepare an Information Statement (the "Fairness Hearing Information Statement") to be used in connection with obtaining the approval by the Shareholders of this Agreement. Ezlogin shall not distribute the Fairness Hearing Information Statement without 724 Solutions' approval; provided, that 724 Solutions shall in no way be responsible for any of the content of the Fairness Hearing Information Statement except as it pertains to and is supplied by 724 Solutions. Each of Ezlogin and 724 Solutions shall ensure that the Fairness Hearing Information Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading with respect to Ezlogin or 724 Solutions, as the case may be. Whenever either of Ezlogin or 724 Solutions, as the case may be, obtains any Knowledge of any event that should be set forth in an amendment or a supplement to the Fairness Hearing Information Statement or 724 Solutions disclosure documents, Ezlogin or 724 Solutions, as the case may be, will promptly inform 724 Solutions or Ezlogin, as the case may be, and will cooperate in mailing to the Shareholders or the Optionholders as requested by 724 Solutions such amendment or supplement. (c) Ezlogin, acting through its Board of Directors, shall, in accordance with all applicable law legal requirements and Ezlogin's charter and bylaws: cause the Fairness Hearing Information Statement and any other disclosure documents deemed appropriate by 724 Solutions to be mailed to the Shareholders and Optionholders of Ezlogin promptly upon completion thereof and duly call, give notice of, convene and hold as soon as practicable a meeting (or, if requested by 724 Solutions, solicit an action by written consent in lieu thereof) (the "Ezlogin Shareholders Meeting") of the Shareholders for the purpose of voting to approve and adopt this Agreement (and the CBTC Articles 280G Payments, to the extent applicable), to the extent required in accordance with legal requirements, and use its best efforts to obtain such Shareholder approval; recommend approval and adoption of this Agreement (and the CBTC Bylaws280G Payments, to the extent applicable) and the other transaction agreements to which Ezlogin is a party by the Shareholders of Ezlogin, and include in the Fairness Hearing Information Statement such recommendation, and take all lawful action necessary to convene solicit such approval; and to the extent that the Merger and the transactions contemplated by this Agreement result in the acceleration of vesting of stock options and restricted stock awards with respect to Ezlogin's stock which may cause an appropriate meeting excise tax under Section 4999 of its shareholders the Code or the nondeductibility of a deduction under Section 280G of the Code (the "280G Payments"), Ezlogin shall include in the disclosure documents to consider and vote upon be mailed to the Shareholders pursuant to subsection (i) above, a golden parachute disclosure (which shall be subject to the approval of this Agreement 724 Solutions, not to be unreasonably withheld), for the purpose of soliciting the vote of the Shareholders (or, if requested by 724 Solutions, an action by written consent in lieu thereof) to approve the 280G Payments such that they shall not constitute "parachute payments" for purposes of Sections 280G and 4999 of the Code, by such vote as is required by the Code and any other matters required applicable legal requirements, and Ezlogin shall use its best efforts to obtain such Shareholder approval. 724 Solutions may at its discretion request Ezlogin to pursue either a Shareholder Meeting or a solicitation of written consents, and 724 Solutions' requesting of either such method shall not preclude a request for the other. (d) The timing and procedures of such meeting (or consent solicitation) shall be approved by CBTC’s shareholders for consummation subject to the reasonable approval of the Merger (including any adjournment or postponement724 Solutions and, the “CBTC Meeting”)if applicable, shall be completed as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 issuance 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawPermit.

Shareholder Approval. CBTC agrees The Bank Board has resolved to take, in accordance with applicable law recommend to the Bank’s shareholders that they ratify and the CBTC Articles confirm this Agreement and the CBTC Bylaws, all action necessary will submit 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 its shareholders for consummation in order to carry out the intentions of the Merger (including any adjournment or postponementthis Agreement. In furtherance of that obligation, the Bank will take, in accordance with applicable law and the Bank Articles and the Bank Bylaws, all action necessary to convene a meeting of its shareholders (the “CBTC Shareholder Meeting”), as promptly as practicable after the Registration Statement is declared effectivepracticable, to consider and vote upon ratification and confirmation of this Agreement as well as any other such matters. The CBTC Bank Board shall recommend will use all reasonable best efforts to obtain from its shareholders a vote ratifying and confirming this Agreement. However, if the Bank Board, after consultation with (and based on the advice of) outside counsel, determines in good faith that, because of the receipt by the Bank of an Acquisition Proposal that the CBTC Bank Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to the Bank’s shareholders, the Bank Board may submit this Agreement to its shareholders approve and adopt without recommendation (although the resolutions approving this Agreement and as of the transactions contemplated herebydate hereof may not be rescinded or amended), in which event the Bank Board 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 CBTC Board Bank may fail not take any actions under this sentence until after giving Purchaser at least five (5) business days to make such recommendation, or change, withdraw, qualify or modify, or publicly propose respond 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Acquisition Proposal (and include a copy thereof with all accompanying documentationafter giving Purchaser notice of the latest material terms, if conditions and identity of the third party in writing), any such Acquisition Proposal) and identify the Person making such Superior Proposal, if applicable then taking into account any amendment or modification to this Agreement proposed by Purchaser (it being understood and agreed that any amendment modification to any material term of such Superior Acquisition Proposal described in this Section 6.3 shall require constitute a new Notice of Recommendation Change, except that, in such case, the Acquisition Proposal triggering a new five (5) business day response period referred to for Purchaser). Nothing contained in this Section 7.02 Agreement shall be reduced deemed to three (3) business days following relieve the delivery Bank of such new Notice of Recommendation Change); (b) 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 subsequent five (5) business day period its obligation to make such adjustments in the terms and conditions of submit this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United its shareholders for a vote. The Bank shall not be required submit to propose the vote of its shareholders any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawAcquisition Proposal.

Shareholder Approval. CBTC agrees to (a) Following the execution of this Agreement, Level One shall take, in accordance with applicable law and the CBTC its Articles of Incorporation and the CBTC Bylaws, all action necessary to convene an appropriate a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the time when First Merchants notifies Level One that the Registration Statement has been declared effective, subject to extension with the 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 be approved by the shareholders of Level One in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Meeting”). (b) Subject to Section 7.5 hereof, Level One shall cooperate with First Merchants in the preparation of the “Registration Statement” (as defined below) and use its reasonable best efforts to obtain the requisite vote of Level One’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 Level One in connection with the Shareholder Meeting are solicited in compliance with the Michigan Business Corporation Act, the Articles of Incorporation and Bylaws of Level One, and all other applicable legal requirements. Level One 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, Level One will obtain the opinion of Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ LLP, tax counsel to Level One, that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; each of Level One 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 Level One Common Stock upon the receipt of shares of First Merchants Common Stock in exchange for their shares of Level One Common Stock, except to the extent of any cash consideration received in the Merger and any cash received in lieu of fractional shares of First Merchants Common Stock; and (ii) Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ LLP 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 opinion of the material federal income tax consequences of the Merger to a stockholder who holds shares of Level One Common Stock as a capital asset. (c) Subject to Section 7.5 hereof, Level One’s Board of Directors shall recommend that Level One’s shareholders vote to approve this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCLevel One’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, 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 notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC (a) CCBI agrees to take, in accordance with applicable law and the CBTC CCBI Articles and the CBTC CCBI Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable a special meeting of its shareholders stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTCCCBI’s shareholders stockholders for consummation of the Merger Transaction (including any adjournment or postponement, the “CBTC CCBI Meeting”). Except with the prior written approval of Washington Mutual, as promptly as practicable after no other matters shall be submitted for the Registration Statement is declared effectiveapproval of the CCBI stockholders at the CCBI Meeting. The CBTC CCBI Board shall at all times prior to and during such meeting recommend that such approval and shall take all reasonable lawful action to solicit such approval by its 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 CBTC shareholders approve CCBI Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and adopt to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the stockholders of CCBI at the CCBI Meeting for the purpose of approving the Agreement and any other matters required to be approved by CCBI’s stockholders for consummation of the transactions contemplated hereby; provided that Transaction. In addition to the CBTC foregoing, CCBI shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, CCBI and the CCBI Board may fail shall be permitted to make such recommendationeffect 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 CCBI Board, 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 based on advice of its outside legal counsel, shall have determined in good faith that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach violation of the its fiduciary duties of the members of the CBTC Board under applicable law; provided that: and (aiii) if the CCBI Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the CCBI Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by Washington Mutual pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) 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 the party making such Superior Proposal and all other material documents, and (C) prior to making an Adverse Recommendation Changeeffecting such a Change in Recommendation, CCBI shall, and shall cause its financial and legal advisors to, during the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day period following CCBI’s delivery of such notice, which the 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 Person 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 five (5) business day period referred to in this Section 7.02 shall be reduced to three clause (3B) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changeabove, CBTC shall negotiate with Washington Mutual in good faith with United for a period of up to five Business Days (if requested by Unitedto the extent Washington Mutual desires to negotiate) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions condition of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood so that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely Acquisition Proposal ceases to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSuperior Proposal.

Shareholder Approval. CBTC agrees (a) The Board shall submit this Agreement to takea vote by the Shareholders, shall recommend that the Shareholders vote to approve this Agreement and the transactions contemplated hereby, and shall take all actions necessary in accordance with applicable law the Act and the CBTC Articles Company’s articles of incorporation and the CBTC Bylawsbylaws to duly call, all action necessary give notice (in form and substance reasonably satisfactory to Parent) of, convene an appropriate and hold a meeting of its shareholders the Shareholders (or deliver a written consent in lieu thereof) as promptly as practicable after the date hereof, and in no event later than forty‑five (45) days after the date hereof (the “Shareholder Approval Deadline”), to consider and vote upon the adoption and approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of Agreement, the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the other transactions contemplated hereby; provided that the CBTC Board date of such meeting of the Shareholders may fail be adjourned, recessed or delayed for a reasonable period (provided, that without the prior written consent of Parent, each such adjournment, recess or delay shall be for a period not to make such recommendation, 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 exceed ten (an “Adverse Recommendation Change”10) days), if as of the CBTC Board hastime for which such meeting is scheduled, after having consulted with its financial advisor with respect the Company reasonably believes there are insufficient Common Shares of any class represented (either in person or by proxy) and voting to financial matters and having consulted with and considered obtain the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely Requisite Shareholder Approval or to constitute a breach quorum necessary to conduct the business of the fiduciary duties Company’s shareholders at such meeting and the Company shall not otherwise postpone, recess or adjourn such meeting except to the extent required by Law. Subject to Section 5.5(f), the Board shall use its commercially reasonable efforts to obtain the Requisite Shareholder Approval. In the event that subsequent to the date of this Agreement, the members Board effects a Change of Recommendation, the CBTC Board under applicable law; provided that: (a) Company nevertheless shall continue to submit this Agreement for approval at the Shareholder meeting unless this Agreement shall have been terminated in accordance with its terms prior to making an Adverse Recommendation Changesuch meeting. (b) In connection with the foregoing, the CBTC Board Company shall provide written notice prepare and deliver to United each Shareholder of record an information statement regarding this Agreement and the transactions contemplated hereby (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any information statement and all material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 casedelivered contemporaneously therewith, the “Shareholder Materials”). The Company shall use commercially reasonable efforts to mail the Shareholder Materials to each Shareholder not later than five (5) business day period referred Business Days after the date hereof. The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Shareholder Materials. The Company agrees that the Shareholder Materials will contain all material information regarding this Agreement and the transactions contemplated hereby that are reasonably necessary for the Shareholders to vote on the same on an informed basis and will include the Company Recommendation. The Company and Parent agree, each as to itself and its Subsidiaries, that none of the information supplied by it or any of their respective Subsidiaries for inclusion or incorporation by reference in this the Shareholder Materials will, at the date of mailing to the Shareholders or, if applicable, at the time of the shareholders meeting contemplated in Section 7.02 shall 5.14(a), contain any untrue statement of a material fact or omit to state any material fact required to be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate stated therein or necessary in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period order to make such adjustments the statements therein, in light of the terms and conditions circumstances under which they were made, not misleading. (c) The Company shall not make or provide for any payment to any “disqualified individual” with respect to the AGF Entities (within the meaning of this Agreement as Section 280G(c) of the Code) who could otherwise receive any payment or benefits that would enable constitute a “parachute payment” (within the CBTC Board to proceed without an Adverse Recommendation Change meaning of Section 280G(b)(2)(A) of the Code) (it being understood the “280G Benefits”) so 66 that United all remaining payments or benefits, if any, shall not be required deemed to propose any such adjustments); and be “excess parachute payments” (c) within the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach meaning of Section 280G of the fiduciary duties Code). (d) The Company shall provide Parent and legal counsel to Parent with a reasonable opportunity to review and comment on drafts of the members of Shareholder Materials prior to mailing such documents to the CBTC Board under applicable lawShareholders. The Company shall include in the Shareholder Materials all comments reasonably and promptly proposed by Parent or its legal counsel and agrees that all information relating to Parent and its Subsidiaries included in the Shareholder Materials shall be in form and content satisfactory to Parent, acting reasonably.

Shareholder Approval. CBTC agrees to take(a) As soon as reasonably practicable following the date hereof, Consumers shall take all action necessary in accordance with applicable law the Exchange Act, the laws of the Commonwealth of Pennsylvania and its Articles of Incorporation and Bylaws to call and give notice of a meeting (the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting "Meeting") of its shareholders to consider and vote upon the approval and adoption of this Agreement 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 their fiduciary duties as advised by counsel, shall recommend without qualification of any nature that Consumers shareholders vote to approve and adopt the Plan of Merger and any other matters required to be approved submitted to Consumers shareholders in connection therewith. The Board of Directors of Consumers shall use commercially reasonable efforts to solicit and secure from shareholders of Consumers such approval and adoption, subject to their fiduciary duties as advised by CBTC’s shareholders for consummation counsel, which efforts shall include causing Consumers to solicit shareholder proxies therefor and advising LaSalle promptly upon its request from time to time as to the status of the Merger (including shareholder vote then tabulated. With regard to any adjournment or postponementshares of Consumers Common Stock held by the ESOP, the “CBTC Meeting”)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 the terms of the ESOP, as promptly as practicable after Sections 404 and 406 of ERISA, and Section 4975 of the Registration Statement is declared effective. The CBTC Board Code. (b) Consumers shall recommend that prepare and file with the CBTC shareholders approve and adopt SEC under the Agreement Exchange Act and the transactions contemplated hereby; provided that rules and regulations promulgated by the CBTC Board may fail SEC thereunder within 15 days following the date hereof, a preliminary draft of the Proxy Statement. 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 make such recommendationLaSalle 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 change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any the absence of 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 Changereview, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions termination of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person 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 casewaiting period of, the five (5) business day period referred SEC, Consumers shall cause to in this Section 7.02 shall be reduced mailed a definitive Proxy Statement to three (3) business days following its shareholders entitled to vote on the delivery Plan of such new Notice of Recommendation Change); (b) 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 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 not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawMerger.