Common use of Shareholder Approvals Clause in Contracts

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board of Directors of Company has resolved H▇▇▇▇▇ United shall duly take all lawful action to recommend to Company’s shareholders that they approve this Agreement call, give notice of, convene and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene hold a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained following the SEC’s declaration date upon which the Registration Statement becomes effective (the “H▇▇▇▇▇ United Shareholders Meeting”) for the purpose of effectiveness of obtaining the Form S-4Required H▇▇▇▇▇ United Vote and the Additional H▇▇▇▇▇ United Votes and, subject to consider and vote upon Section 7.3(b), shall take all lawful action to solicit the approval and adoption of this Agreement and the transactions contemplated herebyapproval of the Additional H▇▇▇▇▇ United Proposals by such shareholders. Company agrees that its obligations pursuant to this Section 6.3 The H▇▇▇▇▇ United Board 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 and approval of the Additional H▇▇▇▇▇ United Proposals by the shareholders of H▇▇▇▇▇ United (the “Company H▇▇▇▇▇ United Recommendation”) and shall not (x) withdraw, modify or qualify in any manner adverse to TD Banknorth such recommendation or (y) take any other action or make any other public statement in connection with the H▇▇▇▇▇ United Shareholders Meeting inconsistent with such recommendation (collectively, a “Change in H▇▇▇▇▇ United Recommendation”), except as and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”extent expressly permitted by Section 7.3(b), 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 H▇▇▇▇▇ United Recommendation, this Agreement and the Additional H▇▇▇▇▇ United Proposals shall be submitted to the shareholders of Company H▇▇▇▇▇ United at the Company Shareholders’ H▇▇▇▇▇ United Shareholders Meeting for the purpose of obtaining the Company Shareholder Approval approving this Agreement and nothing contained herein in this Section 7.3 or Section 7.4 shall be deemed to relieve Company H▇▇▇▇▇ United 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7obligation. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company H▇▇▇▇▇ United shall recommend to its shareholders or not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Notwithstanding the foregoing, prior to obtaining the Required H▇▇▇▇▇ United Vote and the Additional H▇▇▇▇▇ United Votes, H▇▇▇▇▇ United and the H▇▇▇▇▇ United Board of Directors of Purchaser has resolved may effect a Change in H▇▇▇▇▇ United Recommendation if and only to recommend to Purchaser’s shareholders that they approve proposals to the extent that: (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and H▇▇▇▇▇ United has complied in all material respects with its obligations under Section 7.4, (ii) approve the H▇▇▇▇▇ United Board, after consultation with its outside counsel, determines in good faith that failure to take such action would result in a violation of its fiduciary duties under applicable law, and (iii) H▇▇▇▇▇ United or the H▇▇▇▇▇ United Board (A) has received an unsolicited bona fide written Acquisition Proposal from a third party which the H▇▇▇▇▇ United Board concludes in good faith constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by TD Banknorth pursuant to clause (C) below, (B) has notified TD Banknorth, at least five Business Days in advance, of its intention to effect a Change in H▇▇▇▇▇ United Recommendation, specifying the material terms and adopt conditions of any such Superior Proposal and furnishing to TD Banknorth a copy of the relevant proposed transaction agreements, if such exist, with the Person making such Superior Proposal and (C) during the period of not less than five Business Days following H▇▇▇▇▇ United’s delivery of the notice referred to in clause (B) above and prior to effecting such a Change in H▇▇▇▇▇ United Recommendation, has negotiated, and has used reasonable best efforts to cause its financial and legal advisors to negotiate, with TD Banknorth in good faith (to the extent that TD Banknorth desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. (c) TD Banknorth shall duly take all lawful action to call, give notice of, convene and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene hold a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained following the SEC’s declaration date upon which the Registration Statement becomes effective (the “TD Banknorth Shareholders Meeting”) for the purpose of effectiveness of obtaining the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement Required TD Banknorth Vote and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated therebyAdditional TD Banknorth Votes. Purchaser shall, through its The TD Banknorth Board of Directors, shall recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated Additional TD Banknorth Proposals by this Agreement, including the issuance shareholders of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)TD Banknorth.

Shareholder Approvals. (a) The Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of Directors this Agreement. (b) Except in the case of Company has resolved an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to Company’s its shareholders that they approve adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and will submit to its the transactions contemplated herein by the shareholders this Agreement of Peoples and any other matters required to be approved by its Peoples’ shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness for consummation of the Form S-4, to consider and vote upon approval and adoption of this Agreement Merger and the transactions contemplated hereby. Company agrees that its obligations pursuant to herein, as required by 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 6.01(c) (the “Company Peoples Recommendation”), and shall use all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and adopt of this Agreement and during the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, Peoples Meeting recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated herein by this Agreement, including the issuance shareholders of shares Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of Purchaser Common Shares as the Merger Consideration, and the transactions contemplated herein and shall use all commercially reasonable efforts not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to obtain from its shareholders the requisite affirmative vote for interests of Limestone or take any other action or make any other public statement inconsistent with such approvals (the “Purchaser Shareholder Approvals”)recommendation.

Shareholder Approvals. (a) The Board Each of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement Peoples and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, Premier Financial shall take all action necessary in accordance with applicable Law law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Company Articles and the Company RegulationsRegistration Statement is declared effective, all action necessary to convene hold a meeting of its shareholders (“Company Shareholders’ Meeting’”)and, except as otherwise provided herein, use its reasonable best efforts to be held take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness obtaining the Requisite Peoples Vote and the Requisite Premier Financial Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Form S-4, Joint Proxy Statement/Prospectus to consider the shareholders of each party. Each member of the Premier Financial Board shall have executed and vote upon approval and adoption delivered to Peoples a Support Agreement concurrently with the execution of this Agreement and the transactions contemplated hereby. 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 Agreement. (b) Except in the Company Recommendationcase of an Acceptance of Superior Proposal permitted by Section 6.06, Premier Financial shall solicit, and use its reasonable best efforts to obtain, the Requisite Premier Financial Vote at the Premier Financial Meeting. Subject to Section 6.06(d), Premier Financial shall (i) through the provisions of Section 6.7, Company shall, through its Board of DirectorsPremier Financial Board, recommend to its shareholders the approval and adoption of this Agreement (the “Company Premier Financial Recommendation”), and shall use all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve include such recommendation in the Joint Proxy Statement/Prospectus. Premier Financial hereby acknowledges its obligation to submit this Agreement to its shareholders at the Premier Financial Meeting as provided in this Section 6.02. If requested by Peoples, Premier Financial will engage a proxy solicitor, reasonably acceptable to Peoples and adopt at Peoples’ expense, to assist in the solicitation of proxies from shareholders relating to the Requisite Premier Financial Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and approval of the authorization of such additional Peoples Common Shares as are necessary to consummate the transactions contemplated hereby, including and (ii) include such recommendation in the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Joint Proxy Statement/Prospectus.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene YDKN shall call a meeting of its shareholders for the purpose of obtaining the Requisite YDKN Vote (the “Company Shareholders’ YDKN Shareholders Meeting’”), and shall use its reasonable best efforts to be held convene such meeting as promptly soon as reasonably practicable after Purchaser has obtained following the SEC’s declaration Registration Statement being declared effective. Subject to Section 6.11(b), YDKN shall (i) through the Board of effectiveness Directors of YDKN, recommend that the shareholders of YDKN approve and adopt this Agreement, and approve the Merger and the other transactions this Agreement contemplates, (ii) include such recommendation in the Joint Proxy Statement (the “YDKN Recommendation”), and (iii) subject to the fiduciary duties of the Form S-4Board of Directors of YDKN, use its reasonable best efforts to consider obtain from its shareholders a vote approving and vote upon approval adopting the Merger and adoption this Agreement. Without limiting the generality of this Agreement and the transactions contemplated hereby. Company agrees that its foregoing, YDKN’s obligations pursuant to the first sentence of this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company YDKN of any Acquisition Proposal or Change by any change in the Company YDKN Recommendation. Subject to the provisions . (b) FNB shall call a meeting of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders for the approval and adoption purpose of this Agreement obtaining the Requisite FNB Vote (the “Company RecommendationFNB Shareholders Meeting”), and shall use all commercially its reasonable best efforts to convene such meeting as soon as reasonably practicable following the Registration Statement being declared effective. FNB shall (i) through the Board of Directors of FNB, recommend that the shareholders of FNB approve the issuance of FNB Common Stock pursuant to this Agreement, (ii) include such recommendation in the Joint Proxy Statement (the “FNB Recommendation”) and (iii) and use its reasonable best efforts to obtain from its shareholders a vote approving such issuance in accordance with Section 312.03 of the requisite affirmative vote to approve this Agreement (the “New York Stock Exchange Listed 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 ApprovalManual. Notwithstanding any Change in anything to the Company Recommendationcontrary herein, the FNB Shareholders Meeting shall be convened and the issuance of FNB Common Stock pursuant to this Agreement shall be submitted to the shareholders of Company FNB at the Company Shareholders’ FNB Shareholders Meeting for the purpose of obtaining the Company Shareholder Approval voting on such issuance, and nothing contained herein shall be deemed to relieve Company FNB 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)obligation. (bc) The Board of Directors of Purchaser has resolved YDKN and FNB shall cooperate to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase schedule and convene the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement YDKN Shareholders Meeting and the transactions contemplated hereby, including FNB Shareholders Meeting on the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)same date.

Shareholder Approvals. (a) The Board In accordance with and subject to applicable Law and its articles of Directors of Company has resolved to recommend to Company’s shareholders that they approve incorporation and bylaws, PLMT will submit this Agreement and will submit to its shareholders this Agreement for approval and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, take all action necessary to convene a meeting of its shareholders (“Company call, give notice of, convene, and hold PLMT’s Shareholders’ Meeting’”), to be held Meeting as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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 considering 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 voting on approval of this Agreement, in which event the Board . (b) Neither PLMT’s board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company directors nor any committee thereof shall shall, except as permitted by this Agreement: (x) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserParent, the Company PLMT Recommendation or take any action(y) approve or recommend, or make propose publicly to approve or recommend, any public statementAcquisition Proposal (each, filing or release inconsistent with the Company an “Adverse Recommendation (any of the foregoing being a “Change in the Company RecommendationChange”). ; provided that, notwithstanding the foregoing, prior to the Requisite PLMT Shareholder Approval, PLMT’s board of directors may make an Adverse Recommendation Change (bA) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase if a material development or material change in circumstance occurs or arises after the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt date of this Agreement (such material development or change in circumstances being referred to as an “Intervening Event”) and PLMT’s board of directors determines in good faith, after consultation with PLMT’s outside counsel, that in light of such Intervening Event an Adverse Recommendation Change is required in order for PLMT’s board of directors to comply with its fiduciary obligations to PLMT’s shareholders under applicable Law, or (B) if: i) PLMT’s board of directors determines in good faith, after consultation with PLMT’s financial advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a knowing and material breach of Section 7.3) that is a Superior Proposal; ii) PLMT’s board of directors determines in good faith, after consultation with PLMT’s outside counsel, that a failure to accept such Superior Proposal would result in PLMT’s board of directors breaching its fiduciary duties to PLMT or its shareholders under applicable Law; iii) PLMT’s board of directors provides written notice (a “Notice of Recommendation Change”) to Parent of its receipt of the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law Superior Proposal and its governing documentsintent to announce an Adverse Recommendation Change on the third business day following delivery of such notice, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained which notice shall specify the SEC’s declaration of effectiveness material terms and conditions of the Form S-4Superior Proposal (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change); iv) after providing such Notice of Recommendation Change, PLMT shall negotiate in good faith with Parent (if requested by Parent) and provide Parent reasonable opportunity during the subsequent three business day period to consider make such adjustments in the terms and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption conditions of this Agreement as would enable PLMT’s board of directors to proceed without an Adverse Recommendation Change (provided, however, that Parent shall not be required to propose any such adjustments); and v) PLMT’s board of directors, following such three business day period, again determines in good faith, after consultation with PLMT Financial Advisor and the transactions contemplated by this Agreementoutside counsel, including the issuance of shares of Purchaser Common Shares as Merger Consideration, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and shall use all commercially reasonable efforts that failure to obtain from take such action would violate their fiduciary duties to PLMT and its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)under applicable Law.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement Seller and Buyer, if necessary, will submit to its their respective shareholders this Agreement and any other matters required to be approved or adopted by its their respective shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company Seller and Buyer, if necessary, will take, in accordance with applicable Law law and the Company Articles their respective articles of incorporation and the Company Regulationsbylaws, all action necessary to convene a call, give notice of, convene, and hold the applicable shareholder meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated hereby. 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 provided for 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 all commercially reasonable 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, in which event . (b) Neither the Board board of Directors directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company Seller nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserBuyer, the Company Recommendation approval or take any action, recommendation of such board of directors or make any public statement, filing or release inconsistent with the Company Recommendation (any such committee of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporationMergers or this Agreement, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Seller to enter into any letter of intent, agreement in principle, acquisition agreement, or other document, instrument, or agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to the adoption of this Agreement by the holders of Seller Common Stock, the board of directors of Seller determines in good faith that it has received a Superior Proposal and, after receipt of a written opinion from outside counsel, that the failure to accept the Superior Proposal would result in the board of directors of Seller breaching its fiduciary duties to Seller shareholders under applicable Law, the board of directors of Seller may (subject to this and adopt the following sentences) inform Seller shareholders that it no longer believes that the First Step Merger is advisable and no longer recommends approval and may (subject to this Section) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene Mergers) (a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”"Subsequent Determination"), but only at a time that is after the fifth business day following Buyer's receipt of written notice advising Buyer that the board of directors of Seller has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to be held as promptly as practicable after Purchaser has obtained make a Subsequent Determination. After providing such notice, Seller shall provide Buyer reasonable opportunity during this five business day period to make such adjustments in the SEC’s declaration terms and conditions of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders would enable Seller to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through proceed with its Board of Directors, recommend recommendation to its shareholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the approval and adoption discretion of the Articles Amendment and Parties at the approval and adoption time. Notwithstanding any other provision of this Agreement and the transactions contemplated by this Agreement, including except to the issuance of shares of Purchaser Common Shares as Merger Considerationextent prohibited by the GBCC determined by Seller after consultation with Seller's counsel, and Seller shall use all commercially reasonable efforts submit this Agreement to obtain from its shareholders at its Shareholders' Meeting even if the requisite affirmative vote board of directors of Seller determines at any time after the date hereof that it is no longer advisable or recommends that Seller shareholders reject it, in which case the board of directors of Seller may communicate the basis for such approvals (its lack of recommendation to the “Purchaser Shareholder Approvals”)shareholders in the Proxy Statement or any appropriate amendment or supplement thereto.

Shareholder Approvals. (a) The Unless this Agreement has been terminated in accordance with its terms or as otherwise provided in this Agreement, Touchstone shall submit to its shareholders this Agreement and any other matters required to be adopted or approved by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Touchstone 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 Touchstone Shareholders’ Meeting as promptly as practicable for the purpose of considering and voting on approval of this Agreement and the transactions provided for in this Agreement. Touchstone’s Board of Directors shall recommend that its shareholders approve this Agreement in accordance with the VSCA (the “Touchstone Recommendation”) and shall include such recommendation in the Joint Proxy Statement/Prospectus mailed to shareholders of Touchstone, except to the extent Touchstone’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 (c) and 7.3, Touchstone shall solicit and use its reasonable efforts to obtain the Requisite Touchstone Shareholder Vote. (b) Neither Touchstone’s Board of Directors nor any committee thereof shall, except as expressly permitted by this Section, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to FXNC, the Touchstone Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the Requisite Touchstone Shareholder Vote, Touchstone’s Board of Directors may make an Adverse Recommendation Change if and only if: (i) Touchstone’s Board of Directors determines in good faith, after consultation with the Touchstone Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that constitutes or is reasonably likely to result in a Superior Proposal; (ii) Touchstone’s Board of Directors determines in good faith, after consultation with ▇▇▇▇▇▇▇▇▇▇’▇ outside counsel, that to make or continue to make the Touchstone Recommendation would be reasonably likely to be inconsistent with its fiduciary duties to Touchstone and its shareholders under applicable Law; (iii) Touchstone’s Board of Directors provides written notice (a “Notice of Recommendation Change”) to FXNC of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal and identifying the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five business day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to three business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, Touchstone shall negotiate in good faith with FXNC and provide FXNC reasonable opportunity during the subsequent five business day period to make such adjustments in the terms and conditions of this Agreement as would enable the Board of Directors of Company has resolved Touchstone to recommend proceed without an Adverse Recommendation Change (provided, however, that FXNC shall not be required to Companypropose any such adjustments); and (v) Touchstone’s Board of Directors, following such five business day period, again determines in good faith, after consultation with the Touchstone Financial Advisor and outside counsel, that such Acquisition Proposal nonetheless continues to constitute or is reasonably likely to result in a Superior Proposal and that to make or continue to make the Touchstone Recommendation would be reasonably likely to be inconsistent with its fiduciary duties to Touchstone and its shareholders that they approve this Agreement and will under applicable Law. (c) FXNC shall 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, including the Articles Amendment. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant to this Section 6.3 FXNC 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 all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documentsArticles of Incorporation and Bylaws, all action necessary to convene a meeting call, give notice of, convene, and hold FXNC’s Shareholders’ Meeting as soon as reasonably practicable. The Board of Directors of FXNC shall recommend that its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including Articles Amendment in accordance with the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters rules and regulations of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval VSCA and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, The Nasdaq Stock Market and shall include such recommendations in the Joint Proxy Statement/Prospectus. FXNC shall solicit and use all commercially its reasonable best efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Requisite FXNC Shareholder Approvals”)Vote.

Shareholder Approvals. (a) The Company shall take, in accordance with applicable law and the Company Certificate and Company Bylaws, all action necessary to convene a meeting of its shareholders (the “Company Meeting”) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to adopt a merger agreement. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby. The Company shall engage a proxy solicitor reasonably acceptable to Parent to assist in the solicitation of proxies from shareholders relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that, because of the receipt by the Company of an Acquisition Proposal that the Board of Directors of the Company concludes in good faith constitutes a Superior Proposal, it would violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives Parent at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by Parent and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. (b) The Board of Directors of Company Parent has resolved to recommend to CompanyParent’s shareholders that they approve this Agreement the issuance of Parent Common Shares in connection with the Merger, and will submit to its shareholders this Agreement the proposed issuance of Parent Common Shares and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement; provided, that any amendment to the Articles of Association of Parent necessary to effect the change in the name of Parent in accordance with Section 6.22 shall be submitted to its shareholders in accordance with Section 6.22. In furtherance of that obligation, Company will Parent shall duly take, in accordance with applicable Law law and the Company Articles and the Company Regulationsof Association of Parent, all action necessary to call, give notice of, convene and hold a meeting of its shareholders (“Company Shareholders’ Meeting’”)shareholders, to be held as promptly as reasonably practicable after Purchaser has obtained the SEC’s declaration S-4 is declared effective for the purpose of effectiveness of obtaining the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 Requisite Parent Vote (the “Company RecommendationParent Meeting”), and shall . The Board of Directors of Parent will use all commercially its reasonable best efforts to obtain from its shareholders the requisite affirmative vote Requisite Parent Vote, including by communicating to its shareholders its recommendation that they approve this Agreement the issuance of Parent Common Shares in connection with the Merger. Parent shall engage a proxy solicitor reasonably acceptable to Company to assist in the solicitation of proxies from shareholders relating to the Requisite Parent Vote. (the “c) The Company Shareholder Approval”), including, if necessary, adjourning and Parent shall cooperate to schedule and convene the Company Shareholders’ Meeting if and the Parent Meeting on the same date. (d) The Company shall adjourn or postpone the Company Meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient votes shares of Company Common Stock represented (either in person or by proxy) to approve constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote. Notwithstanding anything to the contrary herein, unless this Agreement to allow additional time to attain has been terminated in accordance with its terms, the Company Shareholder Approval. Notwithstanding any Change in the Company Recommendation, Meeting shall be convened and this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders’ Meeting Meeting, for the purpose of obtaining voting on the Company Shareholder Approval adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve the Company of such obligation so long as Purchaser obligation. (e) Parent shall adjourn or postpone the Parent Meeting, if, on the date of such meeting, Parent has obtained not received proxies representing a sufficient number of shares necessary to obtain the SEC’s declaration of effectiveness Requisite Parent Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Parent Meeting shall be convened and this Agreement shall be submitted to the shareholders of the Form S-4; provided, however, that if Parent at 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided thatParent Meeting, for the avoidance purpose of doubt, Company may not take any action under this sentence unless it has complied voting on the issuance of the Parent Common Shares in connection with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement Merger and the transactions other matters contemplated hereby, including the issuance and nothing contained herein shall be deemed to relieve Parent of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)obligation.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out As promptly as reasonably practicable after the intentions of this Agreement. In furtherance of that obligationdate the Registration Statement is declared effective, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene SONA shall call a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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 SONA Shareholder Approval Approvals and nothing contained herein shall be deemed use its reasonable best efforts to relieve Company of cause such obligation so long meeting to occur as Purchaser has obtained soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the SEC’s declaration of effectiveness of the Form S-4; provided“SONA Shareholders Meeting”). Subject to Section 5.5, however, that if the Board of Directors of Company SONA 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaserrecommend to SONA’s articles of incorporation, as amended, to increase shareholders the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt approval of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares Merger (the “SONA Board Recommendation”), (ii) include the SONA Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the SONA Shareholder Approvals. (b) As promptly as Merger Consideration in accordance with this Agreement. In furtherance of these obligationsreasonably practicable after the date the Registration Statement is declared effective, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene EVBS shall call a meeting of its shareholders for the purpose of obtaining the EVBS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “Purchaser Shareholders’ EVBS Shareholders Meeting’”). Subject to Section 5.5, the Board of Directors of EVBS shall (i) recommend to be held as promptly as practicable after Purchaser has obtained EVBS’s shareholders the SEC’s declaration approval of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and(the “EVBS Board Recommendation”), if so desired, other matters of (ii) include the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or EVBS Board Recommendation in the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger ConsiderationJoint Proxy Statement, and shall (iii) solicit and use all commercially its reasonable best efforts to obtain from its shareholders the requisite affirmative vote for EVBS Shareholder Approval. (c) SONA and EVBS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the SONA Shareholder Approvals and the EVBS Shareholder Approval, SONA, as the sole stockholder of Sonabank, and EVBS, as the sole stockholder of EVB, each in such approvals (capacity, will approve the “Purchaser Shareholder Approvals”)Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. (a) The Board As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act (or in the case of Directors of the record date, a reasonable time before the Registration Statement is declared effective), the Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will takeshall, in accordance with applicable Applicable Law and the Company Articles Company’s articles of incorporation and bylaws, establish a record date (which record date will be as promptly as reasonably practicable following the Company Regulationsdate on which it is established) for, all action necessary to duly call, give notice of, convene and hold, a meeting of its the Company’s shareholders (including any adjournment or postponement thereof, the “Company Shareholders’ Shareholder Meeting’”), in accordance with Section 321 of the PBCL, for the sole purpose of obtaining the Company Shareholder Approval, holding the Company Shareholder Advisory Vote in accordance with the PBCL and Applicable Law, and such other matters as may be agreed by Parent; provided, however, that the Company Shareholder Meeting shall be held no later than twenty-five (25) Business Days after the Registration Statement is declared effective (unless adjourned or postponed in accordance with the terms of this Section 6.2(a)). The Company will cause the Proxy/Prospectus to be held mailed to its shareholders as promptly as reasonably practicable after Purchaser the SEC has obtained declared the SEC’s declaration of effectiveness Registration Statement effective, but in any event no later than five (5) Business Days after the Registration Statement is declared effective. Subject to Section 6.4(d), the Company will use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to obtain the Company Shareholder Approval and hold the Company Shareholder Advisory Vote at the Company Shareholder Meeting or any adjournment or postponement thereof, including soliciting from its shareholders proxies in favor of the Form S-4, to consider and vote upon approval and adoption of this Agreement in compliance with all Applicable Law and its articles of incorporation and bylaws. The Company shall ensure that all proxies solicited in connection with the transactions contemplated herebyCompany Shareholder meeting are solicited in compliance with all Applicable Law. The Company agrees shall not adjourn or postpone the Company Shareholder Meeting without the prior written consent of Parent; provided, that the Company may adjourn or postpone the Company Shareholder Meeting (A) if the failure to adjourn or postpone the Company Shareholder Meeting would reasonably be expected to be a violation of Applicable Law or to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the board of directors of the Company has determined in good faith, after consultation with outside legal counsel, is necessary or required to be filed under Applicable Law or for the Company to comply with its obligations under Section 6.4(g) and Section 6.4(h) and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholder Meeting, (B) if, as of the time that the Company Shareholder Meeting is originally scheduled (as set forth in the Proxy/Prospectus) or rescheduled, pursuant to this Section 6.3 shall not be affected 6.2(a), there are insufficient shares of Company Class A Common Stock represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the commencementbusiness of the Company Shareholder Meeting or (C) if, public proposalas of the time that the Company Shareholder Meeting is originally scheduled, public disclosure adjournment or communication postponement of the Company Shareholder Meeting is necessary to enable the Company of any Acquisition Proposal or Change to solicit additional proxies required to obtain the Company Shareholder Approval; further provided, that in the event that there are insufficient votes to obtain the Company Recommendation. Subject Shareholder Approval at the Company Shareholder Meeting, the Company may postpone or adjourn the Company Shareholder Meeting up to two (2) times for up to thirty (30) days to the provisions extent permitted by Applicable Law. (b) Except to the extent expressly permitted by Section 6.4(f), (i) the board of Section 6.7, directors of the Company shall, through its Board shall recommend that the Company’s shareholders vote in favor of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Board Recommendation”), and shall use all commercially reasonable 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 ) at the Company Shareholder Approval. Notwithstanding any Change in Meeting, (ii) the Proxy/Prospectus shall include a statement to the effect that the board of directors of the Company Recommendation, has recommended that the Company’s shareholders vote in favor of the adoption of this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Shareholder Meeting for and (iii) neither the purpose board 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 directors 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in effect a manner adverse to Purchaser, the Company Adverse Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)Change. (bc) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to Company agrees (i) amend Purchaser’s articles of incorporationto provide Parent with periodic updates concerning proxy solicitation results on a timely basis (including, as amendedif requested, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), promptly providing periodic voting reports) and (ii) approve to give written notice to Parent one (1) day prior to the Company Shareholder Meeting and adopt on the day of, but prior to, the Company Shareholder Meeting indicating whether as of such date insufficient proxies representing the Company Shareholder Approval appear to have been obtained. (d) Unless this Agreement has been terminated pursuant to ARTICLE VIII, the Company’s obligation to establish a record date for, call, give notice of, convene and hold the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration Company Shareholder Meeting in accordance with this Agreement. In furtherance Section 6.2 shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual any Acquisition Proposal or special meeting of shareholders to approve a merger agreement Superior Proposal or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)any Company Adverse Recommendation Change.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene MBI shall call a meeting of its shareholders for the purpose of obtaining the Requisite MBI Vote (the “Company Shareholders’ MBI Shareholders Meeting’”), and shall use its reasonable best efforts to be held convene such meeting as promptly soon as reasonably practicable after Purchaser has obtained following the SEC’s declaration Registration Statement being declared effective. Subject to Section 6.11(b), MBI shall (i) through the Board of effectiveness Directors of MBI, recommend that the shareholders of MBI approve and adopt this Agreement, and approve the Merger and the other transactions this Agreement contemplates, (ii) include such recommendation in the Joint Proxy Statement (the “MBI Recommendation”), and (iii) subject to the fiduciary duties of the Form S-4Board of Directors of MBI, use its reasonable best efforts to consider obtain from its shareholders a vote approving and vote upon approval adopting the Merger and adoption this Agreement. Without limiting the generality of this Agreement and the transactions contemplated hereby. Company agrees that its foregoing, MBI’s obligations pursuant to the first sentence of this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company MBI of any Acquisition Proposal (as defined in Section 6.11(e)(i)) or Change by any change in the Company MBI Recommendation. Subject to the provisions . (b) FNB shall call a meeting of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders for the approval and adoption purpose of this Agreement obtaining the Requisite FNB Vote (the “Company RecommendationFNB Shareholders Meeting”), and shall use all commercially its reasonable best efforts to convene such meeting as soon as reasonably practicable following the Registration Statement being declared effective. FNB shall recommend that the shareholders of FNB approve the issuance of FNB Common Stock pursuant to this Agreement and use its reasonable best efforts to obtain from its shareholders a vote approving such issuance in accordance with Section 312.03 of the requisite affirmative vote to approve this Agreement (New York Stock Exchange Listed Company Manual. FNB shall adjourn or postpone the “Company Shareholder Approval”)FNB Shareholders Meeting if, includingas of the time for which such meeting is scheduled, if necessary, adjourning the Company Shareholders’ Meeting if there are insufficient votes shares of FNB Common Stock represented (either in person or by proxy) to approve this Agreement constitute a quorum necessary to allow additional time conduct the business of such meeting, or if on the date of such meeting FNB has not received proxies representing a sufficient number of shares necessary to attain obtain the Company Shareholder ApprovalRequisite FNB Vote. Notwithstanding any Change in anything to the Company Recommendationcontrary herein, the FNB Shareholders Meeting shall be convened and the issuance of FNB Common Stock pursuant to this Agreement shall be submitted to the shareholders of Company FNB at the Company Shareholders’ FNB Shareholders Meeting for the purpose of obtaining the Company Shareholder Approval voting on such issuance, and nothing contained herein shall be deemed to relieve Company FNB 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)obligation. (bc) The Board of Directors of Purchaser has resolved MBI and FNB shall cooperate to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase schedule and convene the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement MBI Shareholders Meeting and the transactions contemplated hereby, including FNB Shareholders Meeting on the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)same date.

Shareholder Approvals. (a) The Board Company agrees to (1) take in accordance with applicable law and its Governing Documents all action necessary to convene a meeting of Directors the holders of the Company has resolved Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to recommend to Company’s shareholders that they approve consider and vote upon the approval of this Agreement and will submit to its shareholders this Agreement and Plan, as well as any other matters required to be approved by its the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this AgreementPlan. In furtherance Notwithstanding the foregoing, the board of directors of the Company may (1) withdraw, modify, condition, qualify in any manner adverse to Parent or refuse to recommend the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference to an Acquisition Proposal, that obligation, is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company will takehas complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in accordance good faith, after consultation with applicable Law and its outside legal advisors, that such action is required for the board of directors of the Company Articles and to comply with its fiduciary duties, provided that the board of directors of the Company Regulations, all may not take any such action necessary with respect to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 an Acquisition Proposal or Change except in the Company Recommendation. Subject to the provisions of compliance with Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”5.6(a)(C), and shall use all commercially reasonable 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 Plan and such other matters shall be submitted to the shareholders of the Company at the Company Shareholders’ Meeting for the purpose of obtaining approving the Company Shareholder Approval Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4or its obligations under Section 5.2(a); provided, however, that if the Board board of Directors directors of the Company shall have has effected a Change in the Company Recommendation permitted hereunderRecommendation, then the Board board of Directors directors of the Company shall may submit this Agreement Plan to the Company’s shareholders without recommendation (although the recommendation resolutions adopting this Plan as of this Agreementthe date hereof may not be rescinded or amended), in which event the Board board of Directors directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Registration Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7law. In addition to the foregoing, except as provided in Section 6.7, neither the Company nor its Board of Directors of Company shall recommend to its shareholders or will not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement Merger and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Plan.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement A.L. Industrier shall, as promptly as practicable, and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out no event more than two business days after the intentions date of this Agreement. In furtherance , issue a notice to shareholders of that obligation, Company will take, A.L. Industrier in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary form attached hereto as Exhibit C to convene a meeting of its shareholders (the “Company Shareholders’ Initial Shareholder Meeting’”), to ) which shall be held no more than fourteen days after the date of such notice. A.L. Industrier will use its commercially reasonable efforts to obtain the Requisite Shareholder Approval required for the amendment of the Bylaws of A.L. Industrier, adoption of this Agreement and consummation of the transactions contemplated by this Agreement at the Initial Shareholder Meeting; provided, however, if such Requisite Shareholder Approval is not obtained at the Initial Shareholder Meeting, A.L. Industrier shall use its commercially reasonable efforts to reconvene one or more meetings of its shareholders in order to obtain the Requisite Shareholder Approval. The Board of Directors of A.L. Industrier will recommend to the shareholders of A.L. Industrier the approval of the amendment of the Bylaws of A.L. Industrier, adoption of this Agreement and approval of any other matters needed for the consummation of the transactions contemplated by this Agreement and will include such recommendation in the notice to shareholders of A.L. Industrier for such shareholder meeting. (b) A.L. Industrier and Wangs Fabrik shall as promptly as practicable after Purchaser has the Requisite Shareholder Approval is obtained from the SEC’s declaration shareholders of effectiveness A.L. Industrier pursuant to subsection (a) above, issue a notice to shareholders of Wangs Fabrik in the form attached hereto as Exhibit D to convene a meeting of the Form S-4shareholders of Wangs Fabrik which shall be held no more than fourteen days after the date of such notice in order to obtain the Requisite Shareholder Approval required for the amendment of the Bylaws of Wangs Fabrik, to consider and vote upon approval and adoption of this Agreement and consummation of the transactions contemplated herebyby this Agreement. Company A.L. Industrier, as sole shareholder of Wangs Fabrik, hereby irrevocably and unconditionally agrees to vote as shareholder to approve the amendment of the Bylaws of Wangs Fabrik, adoption of this Agreement and any other matters needed for the consummation of the transactions contemplated by this Agreement; provided that the shareholders meeting in A.L. Industrier has approved the amendment of the Bylaws of A.L. Industrier, adoption of this Agreement and any other matters needed for the consummation of the transactions contemplated by this Agreement. (c) A.L. Industrier agrees to cause Wangs Fabrik to comply with its obligations under this Agreement. Each of A.L. Industrier and Wangs Fabrik hereby agrees to (i) act in good faith in order to effectuate and seek to consummate the transactions contemplated by this Agreement, and (ii) use its commercially reasonable efforts to cause its respective officers, directors and representatives to fully cooperate with the Seller Parties in order to effectuate and seek to consummate the transactions contemplated by this Agreement. (d) Without limiting the generality of the foregoing, A.L. Industrier’s and Wangs Fabrik’s obligations pursuant to this Section 6.3 shall 5.1 will not be affected by the commencement, public proposal, public disclosure or communication to Company such party or its respective representatives 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 all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)Alternative Transaction. (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board of Directors of Company ▇▇▇▇▇▇ has resolved to recommend to Company’s ▇▇▇▇▇▇’▇ shareholders that they approve this Agreement Agreement, and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company ▇▇▇▇▇▇ will take, in accordance with applicable Law law and the Company ▇▇▇▇▇▇ Articles and the Company Regulations▇▇▇▇▇▇ Bylaws, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”)shareholders, to be held as promptly as practicable after Purchaser has obtained the Registration Statement is declared effective under the Securities Act by the SEC’s declaration , for the purpose of effectiveness obtaining the ▇▇▇▇▇▇ Shareholder Approval (the “▇▇▇▇▇▇ Shareholder Meeting”). The Board of Directors of ▇▇▇▇▇▇ will use all reasonable best efforts to obtain from its shareholders the Form S-4▇▇▇▇▇▇ Shareholder Approval, including by communicating to consider its shareholders its recommendation that they adopt and vote upon approval and adoption of approve this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencementHowever, 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 all commercially reasonable 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 ▇▇▇▇▇▇, after consultation with (and based on the advice of) outside counsel, determines in good faith that, because of the Company Recommendation permitted hereunder, then receipt by ▇▇▇▇▇▇ of an Acquisition Proposal that the Board of Directors of Company shall ▇▇▇▇▇▇ 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 this Agreement, then in submitting this Agreement to ▇▇▇▇▇▇’▇ shareholders, the Board of Directors of ▇▇▇▇▇▇ may submit this Agreement to Company’s its shareholders without recommendation (although the recommendation resolutions approving this Agreement as of this Agreementthe 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 the shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Lawlaw; provided that, for the avoidance of doubt, Company that ▇▇▇▇▇▇ may not take any action actions under this sentence unless it has complied with the provisions of Section 6.7. In addition until after giving M&T at least three Business Days to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend respond to its shareholders or submit to the vote of its shareholders any such Acquisition Proposal or other than circumstances giving rise to such particular proposed action (and after giving M&T notice of the Merger. Except as set forth latest material terms and conditions and the identity of the third party in Section 6.7any such Acquisition Proposal, neither or any amendment or modification thereof, or describe in reasonable detail such other circumstances) and then taking into account any amendment or modification to this Agreement proposed by M&T. In determining whether to change its recommendation, the Board of Directors of Company nor ▇▇▇▇▇▇ shall take into account any committee thereof changes to the terms of this Agreement proposed by M&T and any other information provided by M&T in response to such notice. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a), including with respect to the notice periods referred to in this Section 6.3(a). Nothing contained in this Agreement shall withdraw, qualify or modify, or propose publicly be deemed to withdraw, qualify or modify, in relieve ▇▇▇▇▇▇ of its obligation to submit this Agreement to its shareholders to a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)vote. (b) The Board of Directors of Purchaser M&T has resolved to recommend to PurchaserM&T’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares M&T Common Stock in connection with the Merger, and will submit to its shareholders the proposed issuance of Purchaser M&T Common Shares as Merger Consideration Stock and any other matters required to be approved by its shareholders in accordance with order to carry out the intentions of this Agreement. In furtherance of these obligations, Purchaser will M&T shall duly take, in accordance with applicable Law law and its the governing documentsorganization documents of M&T, all action necessary to call, give notice of, convene and hold a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”)shareholders, to be held as promptly as reasonably practicable after Purchaser has obtained the Registration Statement is declared effective under the Securities Act by the SEC’s declaration , for the purpose of effectiveness of obtaining the Form S-4, to consider and vote upon proposals to approve M&T Shareholder Approval (the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby“M&T Shareholder Meeting”). Purchaser shall, through its The Board of Directors, recommend to its shareholders the approval and adoption Directors of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall M&T will use all commercially reasonable best efforts to obtain from its shareholders the requisite affirmative vote for M&T Shareholder Approval, including by communicating to its shareholders its recommendation that they approve the issuance of M&T Common Stock in connection with the Merger. Nothing contained in this Agreement shall be deemed to relieve M&T of its obligation to submit this Agreement to its shareholders to a vote. ▇▇▇▇▇▇ acknowledges that M&T may submit to its shareholders at the M&T Shareholder Meeting a proposal to amend the terms of M&T’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A and Fixed Rate Cumulative Perpetual Preferred Stock, Series C as contemplated by that certain Underwriting Agreement dated as of August 17, 2012 among M&T and the representatives of the several underwriters. (c) ▇▇▇▇▇▇ and M&T shall cooperate to schedule and convene the ▇▇▇▇▇▇ Shareholder Meeting and the M&T Shareholder Meeting on the same date. (d) If on the date of the ▇▇▇▇▇▇ Shareholder Meeting, ▇▇▇▇▇▇ has not received proxies representing a sufficient number of shares of ▇▇▇▇▇▇ Common Stock to obtain the ▇▇▇▇▇▇ Shareholder Approval, ▇▇▇▇▇▇ shall adjourn the ▇▇▇▇▇▇ Shareholder Meeting until such approvals (date as shall be mutually agreed upon by ▇▇▇▇▇▇ and M&T, which date shall not be less than five days nor more than 10 days after the “Purchaser 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 ▇▇▇▇▇▇ Shareholder Approvals”Approval. ▇▇▇▇▇▇ shall only be required to adjourn or postpone the ▇▇▇▇▇▇ Shareholder Meeting one time pursuant to this Section 6.3(d). (e) If on the date of the M&T Shareholder Meeting, M&T has not received proxies representing a sufficient number of shares of M&T Common Stock to obtain the M&T Shareholder Approval, M&T shall adjourn the M&T Shareholder Meeting until such date as shall be mutually agreed upon by ▇▇▇▇▇▇ and M&T, which date shall not be less than five 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 M&T Shareholder Approval. M&T shall only be required to adjourn or postpone the M&T Shareholder Meeting one time pursuant to this Section 6.3(e).

Shareholder Approvals. (a) The Amegy Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve acted on this Agreement and will submit the plan of merger it contains and adopted resolutions recommending as of the date hereof to its Amegy’s shareholders approval of the plan of merger contained in this Agreement and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (b) The Zions Board adopted this Agreement and the plan of merger it contains and adopted resolutions approving and authorizing this Agreement and any other matters required in order to effect the Merger and other transactions contemplated hereby. (c) The Amegy Board will submit to its shareholders the plan of merger contained in this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company Amegy will take, in accordance with applicable Law law and the Company Articles and the Company Regulationsits respective Constituent Documents, all reasonable action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “Company Shareholders’ Amegy Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4reasonably practicable, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated herebyplan of merger as well as any other such matters. 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 The Amegy Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall will use all commercially reasonable best efforts to obtain from its shareholders a vote approving 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 plan of merger contained 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, in which event the Board of Directors of Company may communicate the basis for its lack of including a recommendation to Company’s that its respective shareholders vote in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance favor of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as However, if the Amegy Board, after consultation with (and based on the advice of) counsel, determines in good faith that the continued recommendation of the plan of merger set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, this Agreement would result in a manner adverse violation of its fiduciary duties under applicable law, then in submitting the plan of merger to Purchaserthe Amegy Meeting, the Company Recommendation Amegy Board (1) may withdraw or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation modify its recommendation (any of the foregoing being such action constituting a “Change in the Company Amegy Recommendation”)) and (2) shall at Zions’ request, nonetheless submit the plan of merger to its shareholders without such recommendation in the manner contemplated by Article 5.03(C) of the BCA. (bd) The Board of Directors of Purchaser has resolved Amegy shall be permitted to recommend effect a Change in the Amegy Recommendation, only if and to Purchaser’s shareholders the extent that they approve proposals to all of the following conditions are met: (i) amend Purchaser’s articles the Amegy shareholder approval of incorporationthe plan of merger contained in this Agreement has not been obtained, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve before taking any such action, Amegy promptly gives Zions (orally and adopt in writing) notice advising Zions of the decision of the Board of Directors of Amegy to take such action, including the reasons therefor and, in the event that such decision relates to an Acquisition Proposal, such notice specifies the material terms and conditions of such Acquisition Proposal and identifies the person making such Acquisition Proposal (and Amegy will also promptly give Zions such a notice with respect to any subsequent change to such proposal) and Amegy has given Zions at least three (3) business days after delivery of each such notice to propose revisions to the terms of this Agreement (or to make another proposal) in response to such Acquisition Proposal and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration has negotiated in accordance good faith with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance Zions with applicable Law and its governing documents, all action necessary respect to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration andsuch proposed revisions or other proposal, if so desiredany, other matters of (iii) if such Change in the type customarily brought before Amegy Recommendation relates to an annual Acquisition Proposal received by Amegy or special meeting of shareholders made directly to approve Amegy’s shareholders, such Acquisition Proposal constitutes a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through Superior Proposal; and (iv) Amegy has complied with its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)obligations set forth in Section 6.06.

Shareholder Approvals. (a) The Unless this Agreement has been terminated in accordance with its terms, BFTL shall submit to its shareholders this Agreement and any other matters required to be adopted or approved by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, BFTL 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 BFTL Shareholders’ Meeting as promptly as practicable for the purpose of considering and voting on approval of this Agreement and the transactions provided for in this Agreement. BFTL’s Board of Directors shall recommend that its shareholders approve this Agreement in accordance with the VSCA (the “BFTL Recommendation”) and shall include such recommendation in the Joint Proxy Statement/Prospectus mailed to shareholders of BFTL, except to the extent BFTL’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 (c) and 7.3, BFTL shall solicit and use its reasonable efforts to obtain the Requisite BFTL Shareholder Vote. (b) Neither BFTL’s Board of Directors nor any committee thereof shall, except as expressly permitted by this Section, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the BFTL Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the Requisite BFTL Shareholder Vote, BFTL’s Board of Directors may make an Adverse Recommendation Change if and only if: (i) BFTL’s Board of Directors determines in good faith, after consultation with the BFTL Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that constitutes or is likely to result in a Superior Proposal; (ii) BFTL’s Board of Directors determines in good faith, after consultation with BFTL’s outside counsel, that a failure to accept such Superior Proposal would be inconsistent with its fiduciary duties to BFTL and its shareholders under applicable Law; (iii) BFTL’s Board of Directors provides written notice (a “Notice of Recommendation Change”) to Parent and First Bank of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identifying the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five business day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to three business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, BFTL shall negotiate in good faith with Parent and First Bank and provide Parent and First Bank reasonable opportunity during the subsequent five business day period to make such adjustments in the terms and conditions of this Agreement as would enable the Board of Directors of Company has resolved BFTL to recommend proceed without an Adverse Recommendation Change (provided, however, that Parent or First Bank shall not be required to Companypropose any such adjustments); and (v) BFTL’s Board of Directors, following such five business day period, again determines in good faith, after consultation with the BFTL Financial Advisor and outside counsel, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to BFTL and its shareholders that they approve this Agreement and will under applicable Law. (c) Parent shall 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, including the issuance of the Stock Consideration. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant to this Section 6.3 Parent 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 all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documentsArticles of Incorporation and Bylaws, all action necessary to convene a meeting call, give notice of, convene, and hold Parent’s Shareholders’ Meeting as soon as reasonably practicable. The Board of Directors of the Parent shall recommend that its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained approve the SEC’s declaration of effectiveness issuance of the Form S-4Stock Consideration in accordance with the rules and regulations of the VSCA and The Nasdaq Stock Market and shall include such recommendations in the Joint Proxy Statement/Prospectus. Parent shall solicit and use its reasonable best efforts to obtain the Requisite Parent Shareholder Vote. Parent, to consider and vote upon proposals to as the sole shareholder of First Bank, shall approve the Articles Amendment and to approve and adopt this Agreement and the consummation of the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration andMerger, if so desired, other matters of by the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Requisite First Bank Shareholder Approvals”)Vote.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement As promptly as reasonably practicable after the date the Registration Statement is declared effective by the SEC, UBSH shall duly call, give notice of, establish a record date for, convene and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene hold a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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 UBSH 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders (such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to approve a merger agreement or Section 5.5, the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, Directors of UBSH shall (i) recommend to its UBSH’s shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreementhereby, including the issuance of shares of Purchaser Common Shares as Merger Considerationand the UBSH Share Issuance (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and shall (iii) solicit and use all commercially its reasonable best efforts to obtain from the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective by the SEC, ANCX shall duly call, give notice of, establish a record date for, convene and hold a meeting of its shareholders for the requisite affirmative vote for purpose of obtaining the ANCX Shareholder Approval and such approvals other matters of the type customarily brought before an annual or special meeting of shareholders (such meeting and any adjournment or postponement thereof, the “ANCX Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of ANCX shall (i) recommend to ANCX’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “Purchaser Shareholder ApprovalsANCX Board Recommendation”), (ii) include the ANCX Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the ANCX Shareholder Approval. (c) UBSH and ANCX shall use their reasonable best efforts to cooperate to hold the UBSH Shareholders Meeting and the ANCX Shareholders Meeting on the same day and at the same time, and to set the same record date for each such meeting. (d) UBSH or ANCX shall adjourn or postpone its respective shareholders meeting if, as of the time for which such meeting is scheduled there are insufficient shares of UBSH Common Stock or ANCX Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. UBSH or ANCX shall also adjourn or postpone its respective shareholders meeting if, as of the time for which such meeting is scheduled, UBSH or ANCX, as the case may be, has not recorded proxies representing a sufficient number of shares necessary to obtain the UBSH Shareholder Approval or the ANCX Shareholder Approval.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and Seller will submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company the Seller will take, in accordance with applicable Law law and the Company Articles its articles of incorporation and the Company Regulationsbylaws, all action necessary to convene a meeting of its shareholders (“Company call, give notice of, convene, and hold the Seller’s Shareholders’ Meeting’”), to be held Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant to provided for in this Section 6.3 shall not be affected by Agreement. (b) Neither the commencement, public proposal, public disclosure or communication to Company board 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 all commercially reasonable 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 directors 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company Seller nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaserthe Buyer, the Company Recommendation approval or take any action, recommendation of such board of directors or make any public statement, filing or release inconsistent with the Company Recommendation (any such committee of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporationMerger or this Agreement, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause the Seller to enter into any letter of intent, agreement in principle, acquisition agreement, or other document, instrument, or agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that the board of directors of the Seller determines in good faith that it has received a Superior Proposal and adopt that the failure to accept the Superior Proposal would result in the board of directors of the Seller breaching its fiduciary duties to the Seller shareholders under applicable Law, the board of directors of the Seller may (subject to this and the following sentences) inform the Seller shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this Section) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated herebyMerger) (a “Subsequent Determination”), but only at a time that is after the fifth business day following the Buyer’s receipt of written notice advising the Buyer that the board of directors of the Seller has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the issuance Person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, the Seller shall provide the Buyer reasonable opportunity during this five business day period to make such adjustments in the terms and conditions of shares this Agreement as would enable the Seller to maintain or to proceed with its recommendation to its shareholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the discretion of Purchaser Common Shares as Merger Consideration the Parties at the time. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the NCBCA determined by the Seller after consultation with the Seller’s counsel, the Seller shall submit this Agreement to its shareholders at the Seller’s Shareholders’ Meeting even if the board of directors of the Seller determines at any time after the date hereof that it is no longer advisable or recommends that the Seller shareholders reject it, in accordance with which case the board of directors of the Seller may communicate the basis for its lack of recommendation to the shareholders in the Proxy Statement/Prospectus or any appropriate amendment or supplement thereto. (c) The Buyer will submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of these obligationsthat obligation, Purchaser the Buyer will take, in accordance with applicable Law law and its governing documentsarticles of incorporation and bylaws, all action necessary to convene a meeting of its shareholders (“Purchaser call, give notice of, convene, and hold the Buyer’s Shareholders’ Meeting’”), to be held Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the voting on approval and adoption of this Agreement and the transactions contemplated by provided for in this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out (i)Following the intentions execution of this Agreement. In furtherance of that obligation, Company will shall take, in accordance with applicable Law and the Company Articles of Incorporation and the Company RegulationsBylaws of Company, all action necessary to convene a special meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly soon as reasonably practicable after Purchaser has obtained the SEC’s declaration of effectiveness of Registration Statement is declared effective by the Form S-4, SEC to consider and vote upon the approval and adoption of this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant hereby (including the Merger) and, if mutually agreed, any other matters required to this Section 6.3 shall not be affected approved by Company’s shareholders in order to permit consummation of the commencementMerger and the transactions contemplated hereby (including any adjournment or postponement thereof, 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 RecommendationMeeting”), and shall, subject to Section 5.09 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Company shall use all its commercially reasonable efforts to cause the Company meeting to occur as soon as reasonably practicable and on the same date as the Buyer Meeting and to set the same record date as Buyer for the Buyer Meeting. The Company Meeting may be held virtually, subject to applicable Law and the Company’s organizational documents. Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain from its 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 MBCA, the Articles of Incorporation and Bylaws of Company 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 requisite affirmative vote Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.09, Company shall not be required to use commercially reasonable efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the “Company Merger) or to use its reasonable best efforts to obtain the Requisite Shareholder Approval”)Approval to consummate the Merger; provided, includinghowever, if necessarythat notwithstanding anything to the contrary herein, adjourning unless this Agreement has been terminated in accordance with its terms, 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, shall be convened and this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting Meeting, for the purpose of obtaining voting on the Company Shareholder Approval approval of this Agreement and the transactions contemplated hereby (including the Merger), 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)obligation. (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board Each of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement CBAN and will submit to its shareholders this Agreement SCSG shall call, give notice of, convene and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene hold a meeting of its shareholders (the “Company Shareholders’ CBAN Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement ” and the transactions contemplated hereby. Company agrees that its obligations pursuant “SCSG Meeting,” respectively) as soon as reasonably practicable (subject to this Section 6.3 shall not be affected by applicable notice requirements) after 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 all commercially reasonable 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 Registration Statement is declared effective for the purpose of obtaining the Company Requisite CBAN 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 Requisite SCSG Shareholder Approval required 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied connection with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desireddesired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated therebythereby (as applicable). Purchaser shallThe board of directors of each of CBAN and SCSG shall use its commercially reasonable efforts to obtain from the shareholders of CBAN and SCSG, through its Board as the case may be, the Requisite CBAN Shareholder Approval, in the case of DirectorsCBAN, recommend and the Requisite SCSG Shareholder Approval, in the case of SCSG, including by communicating to its respective shareholders its recommendation (and including such recommendation in the approval and adoption of the Articles Amendment and the approval and adoption of Proxy Statement/Prospectus) that they approve this Agreement and the transactions contemplated hereby, including, with respect to CBAN, the CBAN Common Stock Issuance. CBAN or SCSG shall adjourn or postpone the CBAN Meeting or the SCSG Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBAN Common Stock or the SCSG Stock, as the case may be, represented (either in person or by this Agreementproxy) to constitute a quorum necessary to conduct the business of such meeting, including or if on the issuance date of such meeting CBAN or SCSG as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite CBAN Shareholder Approval or the Requisite SCSG Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of Purchaser Common Shares as Merger Considerationthe CBAN Meeting and SCSG Meeting shall be convened, the CBAN Stock Issuance and this Agreement shall be submitted to the shareholders of CBAN, and this Agreement shall be submitted to the shareholders of SCSG, at the CBAN Meeting and SCSG Meeting, respectively, for the purpose of voting on the approval of such proposals and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either CBAN or SCSG of such obligation. CBAN and SCSG shall use all their commercially reasonable efforts to obtain from its shareholders cooperate to hold the requisite affirmative vote CBAN Meeting and SCSG Meeting as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective, and to set the same record date for each such approvals (the “Purchaser Shareholder Approvals”)meeting.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and Cardinal will submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company Cardinal will take, in accordance with applicable Law and the Company its Articles of Incorporation and the Company RegulationsBylaws, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”)call, to be held give notice of, convene, and hold the Cardinal Shareholder Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant to provided for in 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 Agreement. (the “Company Recommendation”), and shall use all commercially reasonable 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 b) Neither 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company Cardinal nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserYadkin Valley, the Company Recommendation approval or take any actionrecommendation of such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or make propose publicly to approve or recommend, any public statementAcquisition Proposal, filing or release inconsistent with (iii) cause Cardinal to enter into any letter of intent, agreement in principle, acquisition agreement, or other document, instrument, or agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the Company Recommendation (any of the foregoing being a “Change foregoing, in the Company Recommendation”). (b) The event that, prior to the adoption of this Agreement by the holders of Cardinal Common Stock, the Board of Directors of Purchaser Cardinal determines in good faith that it has resolved received a Superior Proposal and, after receipt of a written opinion from outside counsel, that the failure to recommend accept the Superior Proposal would be reasonably likely to Purchaser’s result in the Board of Directors of Cardinal breaching its fiduciary duties to Cardinal shareholders under applicable Law, the Board of Directors of Cardinal may (subject to this and the following sentences) inform Cardinal shareholders that they approve proposals it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (iithis Section) approve or recommend a Superior Proposal (and adopt in connection therewith withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene Merger) (a meeting of its shareholders (“Purchaser Shareholders’ Meeting’Subsequent Determination”), but only at a time that is after the fifth Business Day following Yadkin Valley’s receipt of written notice from Cardinal advising Yadkin Valley that the Board of Directors of Cardinal has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the Person making such Superior Proposal, and stating that Cardinal intends to be held as promptly as practicable after Purchaser has obtained make a Subsequent Determination. After providing such notice, Cardinal shall provide Yadkin Valley reasonable opportunity during this five Business Day period to make such adjustments in the SEC’s declaration terms and conditions of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders would enable Cardinal to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through proceed with its Board of Directors, recommend recommendation to its shareholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the approval and adoption discretion of the Articles Amendment and Parties at the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)time.

Shareholder Approvals. (a) The Board Each of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement Investar and WFB will submit to its shareholders this Agreement call, give notice of, convene and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene hold a meeting of its shareholders (the “Company Shareholders’ Investar Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement ” and the transactions contemplated hereby. Company agrees that its obligations pursuant “WFB Meeting,” respectively) as soon as reasonably practicable (subject to this Section 6.3 shall not be affected by applicable notice requirements) after 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 all commercially reasonable 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 Registration Statement is declared effective for the purpose of obtaining the Company Requisite Investar 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 Requisite WFB Shareholder Approval required 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied connection with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desireddesired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated therebythereby (as applicable). Purchaser shall, through The board of directors of each of Investar and WFB will use its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from the shareholders of Investar and WFB, as the case may be, the Requisite Investar Shareholder Approval, in the case of Investar, and the Requisite WFB Shareholder Approval, in the case of WFB. Investar or WFB will adjourn or postpone the Investar Meeting or the WFB Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Investar Common Stock or the WFB Common Stock, as the case may be, 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 Investar or WFB as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Investar Shareholder Approval or the Requisite WFB Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Investar Meeting and WFB Meeting will be convened, the Investar Stock Issuance and this Agreement will be submitted to the shareholders of Investar, and this Agreement will be submitted to the requisite affirmative vote shareholders of WFB, at the Investar Meeting and WFB Meeting, respectively, for the purpose of voting on the approval of such approvals proposals and the other matters contemplated hereby, and nothing contained herein will be deemed to relieve either Investar or WFB of such obligation. Investar and WFB will use their commercially reasonable efforts to cooperate to hold the Investar Meeting and WFB Meeting as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective, and to set the same record date for each such meeting. (b) Except to the extent provided otherwise in Section 6.09, the board of directors of WFB will at all times prior to and during the WFB Meeting recommend approval of this Agreement by the shareholders of WFB and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by WFB’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Purchaser WFB Recommendation”) and will not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Investar or take any other action or make any other public statement inconsistent with such recommendation and the Joint Proxy Statement/Prospectus will include the WFB Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite WFB Shareholder Approvals”)Approval, WFB will not adjourn or postpone the WFB Meeting unless WFB is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of WFB. WFB will keep Investar updated with respect to the proxy solicitation results in connection with the WFB Meeting as reasonably requested by Investar.

Shareholder Approvals. (a) The Board Each of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement Bridge Bancorp and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene DCB shall call a meeting of its shareholders (the “Company Shareholders’ Bridge Bancorp Meeting’”), ” and the “DCB Meeting,” respectively) to be held as promptly soon as reasonably practicable after Purchaser has obtained the SEC’s declaration Merger Registration Statement is declared effective, for the purpose of effectiveness of obtaining (a) the Form S-4, to consider Requisite DCB Vote and vote upon approval and adoption of the Requisite Bridge Bancorp Vote required in connection with this Agreement and the Merger, (b) the Requisite Bridge Bancorp Vote required to amend the Bridge Bancorp Certificate of Incorporation, and (c) 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 hereby. 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”)thereby, and each of DCB and Bridge Bancorp shall use all commercially its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of Bridge Bancorp and DCB and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of Bridge Bancorp and DCB, as applicable, the Requisite Bridge Bancorp Vote and the Requisite DCB Vote, as applicable, including by communicating to the respective shareholders of Bridge Bancorp and DCB its recommendation (and including such recommendation in the Joint Proxy Statement-Prospectus) that, in the case of Bridge Bancorp, the shareholders the requisite affirmative vote to of Bridge Bancorp approve this Agreement (the “Company Shareholder ApprovalBridge Bancorp Board Recommendation”), includingand in the case of DCB, if necessary, adjourning that the Company Shareholders’ Meeting if there are insufficient votes to shareholders of DCB approve this Agreement (the “DCB Board Recommendation”), Bridge Bancorp and each of Bridge Bancorp and DCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to allow additional time to attain the Company Shareholder Approval. Notwithstanding any Change other party the Bridge Bancorp Board Recommendation, in the Company case of Bridge Bancorp, or the DCB Board Recommendation, this Agreement shall be submitted in the case of DCB, (ii) fail to make the Bridge Bancorp Board Recommendation, in the case of Bridge Bancorp, or the DCB Board Recommendation, in the case of DCB, in the Joint Proxy Statement-Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Bridge Bancorp Board Recommendation, in the case of Bridge Bancorp, or the DCB Board Recommendation, in the case of DCB, in each case within ten (10) business days (or such fewer number of days as remains prior to the shareholders of Company at Bridge Bancorp Meeting or the Company Shareholders’ Meeting for DCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed other party to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness do so, or (v) publicly propose to do any of the Form S-4; providedforegoing (any of the foregoing a “Recommendation Change”). However, howeversubject to Section 11.1 and Section 11.2, that if the Board of Directors of Company shall have effected Bridge Bancorp or DCB, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a Change in violation of its fiduciary duties under applicable law to make or continue to make the Company Bridge Bancorp Board Recommendation permitted hereunderor the DCB Board Recommendation, then the as applicable, such Board of Directors may, in the case of Company shall Bridge Bancorp prior to the receipt of the Requisite Bridge Bancorp Vote, and in the case of DCB prior to the receipt of the Requisite DCB Vote, submit this Agreement to Company’s its shareholders without recommendation (although the recommendation resolutions approving this Agreement as of this Agreementthe date hereof may not be rescinded or amended), in which event the such Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s its shareholders in the Joint Proxy Statement Statement-Prospectus or an appropriate amendment or supplement thereto to the extent required by applicable Lawlaw; provided that, for the avoidance that such Board of doubt, Company Directors may not take any action actions under this sentence unless it has complied with (A) gives the provisions other party at least three (3) business days’ prior written notice of Section 6.7. In addition its intention to take such action and a reasonable description of the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend event or circumstances giving rise to its shareholders determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or submit any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the vote other party and, after receiving the advice of its shareholders outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the Bridge Bancorp Board Recommendation or DCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal other than will be deemed to be a new Acquisition Proposal for purposes of this Section 8.2 and will require a new notice period as referred to in this Section 8.2. Bridge Bancorp or DCB shall adjourn or postpone the MergerBridge Bancorp Meeting or the DCB Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Bridge Bancorp Common Stock or DCB Common Stock, as the case may be, 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 DCB or Bridge Bancorp, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite DCB Vote or the Requisite Bridge Bancorp Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), DCB or Bridge Bancorp, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite DCB Vote or the Requisite Bridge Bancorp Vote, respectively. Except Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in Section 6.7the immediately preceding sentence, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of unless this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration has been terminated in accordance with this Agreement. In furtherance of these obligationsits terms, Purchaser will take, in accordance with applicable Law (x) the Bridge Bancorp Meeting shall be convened and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement shall be submitted to the shareholders of Bridge Bancorp at the Bridge Bancorp Meeting and (y) the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval DCB Meeting shall be convened and adoption of the Articles Amendment and the approval and adoption of this Agreement and shall be submitted to the transactions contemplated by this Agreement, including shareholders of DCB at the issuance of shares of Purchaser Common Shares as Merger ConsiderationDCB Meeting, and nothing contained herein shall use all commercially reasonable efforts be deemed to obtain from its shareholders the requisite affirmative vote for relieve either Bridge Bancorp or DCB of such approvals (the “Purchaser Shareholder Approvals”)obligation.

Shareholder Approvals. (a) The Board Each of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law Parent and the Company Articles and the Company Regulations, all action necessary to convene shall call a meeting of its shareholders (the “Parent Meeting” and the “Company Shareholders’ Meeting’”), ,” respectively) to be held as promptly soon as reasonably practicable after Purchaser has obtained the SEC’s declaration S-4 is declared effective, for the purpose of effectiveness obtaining, in the case of the Form S-4Company, the Requisite Company Vote and, in the case of the Parent, the Requisite Parent Vote and Requisite Amendment Vote, and, if so desired and mutually (b) Notwithstanding the foregoing, subject to and in compliance with Section 6.12, prior to receipt of the Requisite Company Vote, in the case of the Company, or the Requisite Parent Vote, in the case of Parent, the Board of Directors of the Company or Parent, after consultation its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to make the Company Board Recommendation or the Parent Board Recommendation, as the case may be, to consider its shareholders (and, in the event such determination is made by the Board of Directors of the Company in response to an Acquisition Proposal, the Board of Directors of the Company has taken into account the expected timing of and vote upon approval regulatory conditions related to such Acquisition Proposal), the Company or Parent and adoption its respective Board of Directors, as the case may be, may submit this Agreement and the transactions contemplated hereby. Company agrees that hereby to its obligations pursuant to respective shareholders without recommendation or otherwise effect a Recommendation Change (although the resolutions adopting this Section 6.3 shall Agreement as of the date hereof may not be affected by the commencement, public proposal, public disclosure rescinded 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”amended), and shall use all commercially reasonable 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, in which event the Company or Parent and its respective Board of Directors of Company Directors, as the case may be, may communicate the basis for its lack of a recommendation Recommendation Change to Company’s its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Lawlaw; provided thatprovided, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, that neither Company party nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board Each of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement Central Pacific and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company CB Bancshares will take, subject to and in accordance with applicable Law law and the Company Articles and the Company Regulationsits respective Constituent Documents, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ including any adjournment or postponement, the "Central Pacific Meeting’”" and the "CB Bancshares Meeting", respectively), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4practicable, to consider and vote upon the plan of merger contained in this Agreement as well as any other matters required to be approved by such party's shareholders for consummation of the Merger. (b) Each of the Central Pacific Board and the CB Bancshares Board shall recommend approval and adoption of the plan of merger contained in this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant shall take all lawful action 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 all commercially reasonable 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 solicit such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4approval; provided, however, if either the CB Bancshares Board or the Central Pacific Board, after consultation with (and based on the advice of) counsel, determines in good faith that if it would result in a violation of its fiduciary duties under applicable law to continue to recommend the Board plan of Directors of Company shall have effected a Change merger set forth in the Company Recommendation permitted hereunderthis Agreement, then in submitting the Board plan of Directors merger to its shareholders, such board of Company shall directors may, to the extent permitted by applicable Hawaii law, submit the plan of merger to its shareholders without recommendation (although the resolutions adopting this Agreement to Company’s shareholders without as of the recommendation of this Agreementdate hereof, described in Section 6.02(a) may not be rescinded or amended), in which event the Board such board of Directors of Company directors may communicate the basis for its lack of a recommendation to Company’s the shareholders of Central Pacific or CB Bancshares, as the case may be, in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Lawlaw; provided thatthat if the CB Bancshares Board has determined not to recommend approval of the plan of merger contained in this Agreement because it has received an Acquisition Proposal that it concludes in good faith constitutes a Superior Proposal and that continuing to recommend the plan of merger set forth in this Agreement would result in a violation of its fiduciary duties, for the avoidance of doubt, Company CB Bancshares Board may not take any action actions under this sentence unless it has complied with the provisions of Section 6.7. In addition until after giving Central Pacific at least five business days to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend respond to its shareholders or submit to the vote of its shareholders any such Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any and after giving Central Pacific notice of the foregoing being a “Change latest material terms, conditions and third party in the Company Recommendation”). (bAcquisition Proposal) The Board of Directors of Purchaser has resolved and then taking into account any amendment or modification to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated proposed by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for Central Pacific within such approvals (the “Purchaser Shareholder Approvals”)five business day period.

Shareholder Approvals. (a) The Board Clover shall submit to its shareholders this Agreement and any other matters required to be approved by shareholders in order to carry out the intentions of Directors this Agreement. In furtherance of Company has resolved that obligation, Clover 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 Clover’s Shareholders’ Meeting as promptly as reasonably practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. Clover’s board of directors shall recommend to Company’s that its shareholders that they approve this Agreement in accordance with the SCBCA and will shall include such recommendation in the proxy statement delivered to shareholders of Clover, except to the extent Clover’s board of directors has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. Clover shall solicit and use its reasonable efforts to obtain the Requisite Clover Shareholder Approval. (b) Neither Clover’s board of directors nor any committee thereof shall, except as permitted by this Agreement: (x) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the Clover Recommendation, or (y) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”); provided that, notwithstanding the foregoing, prior to the Requisite Clover Shareholder Approval, Clover’s board of directors may make an Adverse Recommendation Change (A) if a material development or material change in circumstance occurs or arises after the date of this Agreement (such material development or material change in circumstances being referred to as an “Intervening Event”) and Clover’s board of directors determines in good faith, after consultation with Clover’s outside counsel, that in light of such Intervening Event an Adverse Recommendation Change is required in order for Clover’s board of directors to comply with its fiduciary obligations to Clover’s shareholders under applicable Law, or (B) if: (i) Clover’s board of directors determines in good faith, after consultation with the Clover Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a knowing and material breach of Section 7.3) that is a Superior Proposal; (ii) Clover’s board of directors determines in good faith, after consultation with Clover’s outside counsel, that a failure to make an Adverse Recommendation Change would be inconsistent with Clover’s board of directors’ fiduciary duties to Clover or its shareholders under applicable Law; (iii) Clover’s board of directors provides written notice (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 third business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, Clover shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent three business day period to make such adjustments in the terms and conditions of this Agreement as would enable Clover’s board of directors to proceed without an Adverse Recommendation Change (provided, however, that Buyer shall not be required to propose any such adjustments); and (v) Clover’s board of directors, following such three business day period, again determines in good faith, after consultation with the Clover Financial Advisor and outside counsel, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to Clover and its shareholders under applicable Law. (c) Buyer shall 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, including the Merger and issuance of the Stock Consideration. In furtherance of that obligation, Company will Buyer shall take, in accordance with applicable Law and the Company Articles its articles of incorporation and the Company Regulationsbylaws, all action necessary to convene a meeting call, give notice of, convene, and hold Buyer’s Shareholders’ Meeting as soon as reasonably practicable following the effectiveness of the Registration Statement. The Buyer’s board of directors shall recommend that its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained i) approve this Agreement in accordance with the SEC’s declaration of effectiveness NCBCA and (ii) approve the issuance of the Form S-4, to consider Merger Consideration in accordance with the rules and vote upon approval and adoption regulations of this Agreement and the transactions contemplated hereby. 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”)Nasdaq Stock Market, and shall include such recommendations in the Joint Proxy Statement/Prospectus. Buyer shall solicit and use all commercially its reasonable 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 Requisite Buyer Shareholder Approval. Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted foregoing or anything to the contrary contained herein, if the board of directors of Buyer, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to recommend or continue to recommend that Buyer’s shareholders of Company at approve the Company Shareholders’ Meeting for Agreement and 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 issuance of the Form S-4; provided, however, that if Stock Consideration in connection with the Board of Directors of Company shall have effected a Change in the Company Recommendation permitted hereunderMerger, then the Board board of Directors directors of Company shall Buyer may withdraw or modify or qualify in a manner adverse to Clover its recommendation to its shareholders that they approve the foregoing, and in submitting such proposals to its shareholders, the board of directors of Buyer may submit this Agreement such proposals to Company’s its shareholders without the recommendation of this Agreementor with such modified or qualified recommendation, in which event the Board board of Directors directors of Company Buyer may communicate the basis for its lack of a recommendation or such modified or qualified recommendation to Company’s its shareholders in the Joint Proxy Statement Statement/Prospectus or an appropriate amendment or supplement thereto to thereto; provided, that the extent required by applicable Law; provided that, for the avoidance board of doubt, Company directors of Buyer may not take any action actions under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles it gives Clover at least five (5) business days’ prior written notice of incorporation, as amended, its intention to increase take such action and a reasonable description of the authorized capital stock of Purchaser event or circumstances giving rise to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), its determination to take such action and (ii) at the end of such notice period, the board of directors of Buyer takes into account any amendment or modification to this Agreement proposed by Clover 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 more likely than not result in a violation of its fiduciary duties under applicable Law to recommend or continue to recommend that Buyer’s shareholders approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of the Stock Consideration in the Merger. (d) Buyer, to the extent deemed prudent in its sole discretion (including, without limitation, to accommodate issuance of the Stock Consideration and/or to provide sufficient authorized shares of Purchaser Buyer Common Shares as Merger Consideration in accordance with this Agreement. In furtherance Stock to support future growth of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its the Surviving Corporation) may submit for approval by Buyer’s shareholders (“Purchaser at the Buyer’s Shareholders’ Meeting’”), Meeting a proposal to be held as promptly as practicable after Purchaser has obtained amend Buyer’s articles of incorporation to increase the SEC’s declaration number of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of authorized shares of Purchaser Buyer Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals Stock (the “Purchaser Shareholder ApprovalsBuyer Authorized Shares Proposal”).

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will Seller shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will Seller shall take, in accordance with applicable Law and the Company Articles its articles of incorporation and the Company Regulationsbylaws, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”)call, to be held give notice of, convene, and hold the Seller Shareholder Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated herebyprovided for in this Agreement. Company agrees The Seller’s Board shall recommend 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 approve this Agreement in accordance with the GBCC (the “Company Seller Recommendation”), ) and shall include such recommendation in the proxy statement 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. The Company shall solicit and use all commercially its reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement Requisite Seller Shareholder Vote. (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 SECb) Neither Seller’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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall shall, except as expressly permitted by this Section, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserBuyer, the Company Seller Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to prior to the Requisite Seller Shareholder Approval, the Seller’s Board may make an Adverse Recommendation Change if and adopt only if: (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 to the Seller and its shareholders under applicable Law; (iii) the Seller’s Board provides written notice (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 business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identifying the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five business day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to three business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Potential Change, Seller shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent five business day period to make such adjustments in the terms and conditions of this Agreement as would enable the Seller Board to proceed without an Adverse Recommendation Change (provided, however, that the Buyer shall not be required to propose any such adjustments); and (v) the Seller’s Board, following such five business day period, again determines in good faith, after consultation with the Seller Financial Advisor and outside counsel, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to the Seller and its shareholders under applicable Law. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the GBCC 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 transactions contemplated hereby, including basis for it to the issuance shareholders of shares Seller in the Proxy Statement/Prospectus or any appropriate amendment or supplement thereto. (c) Buyer shall submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligationsthat obligation, Purchaser will Buyer shall take, in accordance with applicable Law law and its governing documentsarticles of incorporation and bylaws, all action necessary to convene a meeting of its shareholders (“Purchaser call, give notice of, convene, and hold Buyer’s Shareholders’ Meeting’”), to be held Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of considering and voting on the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Buyer Share Issuance.

Shareholder Approvals. (a) The Company Board has authorized and approved this Agreement and the plan of Directors merger it contains and adopted resolutions recommending as of Company has resolved to recommend the date hereof to Company’s shareholders that they approve this Agreement and will submit to its shareholders approval of the plan of merger contained in this Agreement and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (b) Subject to the Company’s right to terminate this Agreement pursuant to Section 8.01(a), (b), (e) or (f), the Company Board will submit to its shareholders the plan of merger contained in this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law law and the Company Articles and the Company Regulationsits respective Constituent Documents, all reasonable action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4reasonably practicable, to consider and vote upon approval of the plan of merger as well as any other such matters required to be approved or adopted in order to effect the Merger and adoption of this Agreement and the other transactions contemplated hereby. The 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 will use all commercially reasonable best efforts to obtain from its shareholders the requisite affirmative vote approving the plan of merger contained in this Agreement, including a recommendation that its respective shareholders vote in favor of the Merger. (c) In connection with the Company Meeting, Company shall prepare and distribute to approve this Agreement its shareholders as soon as reasonably practicable a proxy statement and other proxy solicitation materials soliciting proxies from the holders of Company Common Stock in favor of the approval of the Merger (the “Proxy Statement”) and all related documents. Each party will cooperate, and will cause its Subsidiaries to cooperate, with the other party, its counsel and representatives, in the preparation of the Proxy Statement. Company Shareholder Approval”), including, if necessary, adjourning shall cooperate and provide Parent with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to submitting such to the Company Shareholders’ Meeting if there are insufficient votes shareholders. Each of Parent, Merger Sub and Company agrees that none of the information supplied or to approve this Agreement be supplied by it to allow additional time to attain the Company Shareholder Approval. Notwithstanding any Change be included or incorporated by reference in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company Proxy Statement will at the Company Shareholders’ Meeting date of mailing to Company’s shareholders or at the time of the meeting of Company’s shareholders held 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 shareholders approval of the Form S-4; providedMerger and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby, howevercontain 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 in which they are made, not misleading. Parent, Merger Sub and Company each further agrees that if it becomes aware that any information furnished by it would cause any of 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders statements in the Proxy Statement to be false or an appropriate amendment or supplement thereto misleading with respect to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modifymaterial fact, or propose publicly to withdraw, qualify omit to state any material fact necessary to make the statements therein not false or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amendedmisleading, to increase promptly inform the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment other party thereof and to approve and adopt this Agreement and take appropriate steps to correct the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Proxy Statement.

Shareholder Approvals. Each of the parties undertakes and agrees as follows: (a) The Board Company shall cause and procure that on or before the Closing Date: (i) the Merger, the Plan of Directors Merger, the Articles of Merger and the adoption of the Amended and Restated M&A shall be authorized by a resolution or written consent of members of the Company, duly passed in accordance with the Articles of Association of the Company has resolved and the Act; (ii) the members of the Company shall pass a resolution that, at the Effective Time (as defined below), the existing memorandum and articles of association of the Company, as the Surviving Corporation, shall be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated M&A; and (iii) the holders of the Preference Shares of the Company shall pass a Preference Shareholders Resolution (as defined in the Articles of Association of the Company) to recommend to Company’s shareholders that they approve this Agreement the Merger, the Plan of Merger, the Articles of Merger and will submit to its shareholders this Agreement the adoption of the Amended and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will takeRestated M&A, in accordance with applicable Law and Article 57 of the Articles of Association of the Company. The approvals of the members of the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. Company agrees that its obligations required pursuant to this Section 6.3 1.1(a) are referred to herein collectively, as the “Requisite Shareholder Approvals.” (b) Digital Value and VisionChina shall not be affected by the commencement, public proposal, public disclosure cause and procure that on or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject prior 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 all commercially reasonable 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 date of this Agreement, the Plan of Merger shall be authorized by a resolution of members of every class of shares of Digital Value, duly passed in which event accordance with the Board Articles of Directors Association of Company may communicate Digital Value and the basis Act (and for its lack the purposes thereof a copy of a recommendation the Plan of Merger shall be given to Company’s shareholders in the Proxy Statement each such member, whether or an appropriate amendment not entitled to vote on or supplement thereto consent to the extent required by applicable Law; provided thatPlan of Merger, for the avoidance together with notice of doubt, Company may not take any action under this sentence unless it has complied with the provisions meeting of Section 6.7. In addition such members to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”be held). (bc) The Board Following approval of Directors the Plan of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles Merger, the Articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement Merger and the transactions contemplated herebyAmended and Restated M&A by the members of each Constituent Company, including the issuance Articles of shares Merger shall be executed by each Constituent Company. (d) Within 20 days immediately following the date on which the vote of Purchaser Common Shares as members of the Company authorizing the Plan of Merger Consideration in accordance with this Agreement. In furtherance is taken, or the date on which written consent of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene members of the Company without a meeting is obtained, the Company shall give written notice of its shareholders such authorization or consent to each member who has given written objection to the Plan of Merger prior to the relevant meeting or who did not consent in writing to the Plan of Merger (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”case may be).

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will Seller shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will Seller shall take, in accordance with applicable Law and the Company Articles its articles of incorporation and the Company Regulationsbylaws, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”)call, to be held give notice of, convene, and hold the Seller Shareholder Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated herebyprovided for in this Agreement. Company agrees The Seller’s Board shall recommend 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 approve this Agreement in accordance with the GBCC (the “Company Seller Recommendation”), ) and shall include such recommendation in the proxy statement 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. The Company shall solicit and use all commercially its reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement Requisite Seller Shareholder Vote. (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 SECb) Neither Seller’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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall shall, except as expressly permitted by this Section, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserBuyer, the Company Seller Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to prior to the Requisite Seller Shareholder Approval, the Seller’s Board may make an Adverse Recommendation Change if and adopt only if: (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 to the Seller and its shareholders under applicable Law; (iii) the Seller’s Board provides written notice (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 business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identifying the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five business day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to three business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Potential Change, Seller shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent five business day period to make such adjustments in the terms and conditions of this Agreement as would enable the Seller Board to proceed without an Adverse Recommendation Change (provided, however, that the Buyer shall not be required to propose any such adjustments); and (v) the Seller’s Board, following such five business day period, again determines in good faith, after consultation with the Seller Financial Advisor and outside counsel, that that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to the Seller and its shareholders under applicable Law. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the GBCC 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 transactions contemplated hereby, including basis for it to the issuance shareholders of shares Seller in the Proxy Statement/Prospectus or any appropriate amendment or supplement thereto. (c) Buyer shall submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligationsthat obligation, Purchaser will Buyer shall take, in accordance with applicable Law law and its governing documentsarticles of incorporation and bylaws, all action necessary to convene a meeting of its shareholders (“Purchaser call, give notice of, convene, and hold Buyer’s Shareholders’ Meeting’”), to be held Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of considering and voting on the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Buyer Share Issuance.

Shareholder Approvals. (a) The Board Until the Series A Shareholder Approval is duly obtained by the Company, the Company shall take all action necessary to present the Series A Shareholder Approval Proposal for a vote at each meeting of Directors stockholders of the Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out held after the intentions execution of this Agreement. In furtherance , and if shares of that obligationSeries B Preferred Stock are outstanding, until the Series B Shareholder Approval is duly obtained by the Company, the Company will takeshall take all action necessary to present the Series B Shareholder Approval Proposal for a vote at each meeting of stockholders of the Company held after the execution of this Agreement, in each case in accordance with applicable Law Law, the Certificate of Incorporation and Bylaws. Each such meeting of stockholders at which either the Series A Shareholder Approval or Series B Shareholder Approval is considered is referred to herein as a "Shareholder Meeting." The Company shall use its best efforts to obtain the required approval of its stockholders of the Shareholder Approval Proposal or Proposals under consideration at each Shareholder Meeting in order to give effect thereto under the Certificate of Incorporation, the Bylaws, the DGCL and the NYSE Rules. The Company shall file with the Commission a Proxy Statement with respect to the first Shareholder Meeting held after the execution of this Agreement no later than January 15, 2000, and the Company Articles shall use its best efforts to hold such Shareholder Meeting no later than April 5, 2000. (b) Each Proxy Statement shall contain the recommendation of the Board of Directors that the stockholders approve the Shareholder Approval Proposal or Proposals, as applicable. The Company shall notify the Investor promptly of the receipt by it of any comments from the Commission or its staff and of any request by the Commission for amendments or supplements to such Proxy Statement or for additional information, and will supply the Investor with copies of all correspondence between the Company and its representatives, on the one hand, and the Company Regulations, all action necessary to convene a meeting Commission or the members of its shareholders (“staff or of any other Governmental Entities, on the other hand, with respect to such Proxy Statement. The Company Shareholders’ Meeting’”), shall give the Investor and its counsel a reasonable opportunity to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration review and comment on those portions of effectiveness such Proxy Statement describing or referring to a Shareholder Approval Proposal or any member of the Form S-4Investor Group (the "Investor Information") prior to the filing of the Proxy Statement with the Commission and shall give the Investor and its counsel a reasonable opportunity to review and comment on all amendments and supplements to the Investor Information and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Commission with respect to consider and vote upon approval and adoption of this Agreement and the transactions contemplated herebyInvestor Information. The Company agrees that shall give reasonable consideration to any comments the Investor or its obligations pursuant counsel may provide with respect to the Investor Information or any amendment or supplement thereto. (c) Notwithstanding anything to the contrary contained in this Section 6.3 8.13, the Company shall not be affected by required to take any of the commencementactions described in Section 8.13 (a) or (b) hereof with respect to a Shareholder Approval Proposal, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change if in the Company Recommendation. Subject opinion of outside legal counsel to the provisions Company, the relevant Shareholder Approval is not required under the NYSE Rules to permit the actions described in such Shareholder Approval Proposal. (d) Each Proxy Statement, as of Section 6.7, Company shall, through its Board the date it is mailed to stockholders of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use all commercially reasonable 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-4date of the relevant Shareholder Meeting, will not include any untrue statement of a material fact or omit to state a 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; provided, however, that if the Board of Directors of Company this Section 8.13(d) shall have effected a Change in not apply to any information provided to the Company Recommendation permitted hereunder, then in writing by any member of the Board of Directors of Company shall submit this Agreement Investor Group with respect to Company’s shareholders without the recommendation of this Agreement, in which event the Board of Directors of Company may communicate the basis such member expressly for its lack of a recommendation to Company’s shareholders inclusion in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)Statement. (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and Seller will submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company Seller will take, in accordance with applicable Law law and the Company Articles its articles of incorporation and the Company Regulationsbylaws, all action necessary to convene a meeting of its shareholders (“Company call, give notice of, convene, and hold the Seller's Shareholders’ Meeting’”), to be held Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated hereby. 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 provided for 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 all commercially reasonable 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, in which event . (b) Neither the Board board of Directors directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company Seller nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserBuyer, the Company Recommendation approval or take any action, recommendation of such board of directors or make any public statement, filing or release inconsistent with the Company Recommendation (any such committee of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporationMerger or this Agreement, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Seller to enter into any letter of intent, agreement in principle, acquisition agreement, or other document, instrument, or agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to the adoption of this Agreement by the holders of Seller Common Stock, the board of directors of Seller determines in good faith that it has received a Superior Proposal and adopt that the failure to accept the Superior Proposal would result in the board of directors of Seller breaching its fiduciary duties to Seller shareholders under applicable Law, the board of directors of Seller may (subject to this and the following sentences) inform Seller shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this Section) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated herebyMerger) (a “Subsequent Determination”), but only at a time that is after the fifth business day following Buyer’s receipt of written notice advising Buyer that the board of directors of Seller has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the issuance person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, Seller shall provide Buyer reasonable opportunity during this five business day period to make such adjustments in the terms and conditions of shares this Agreement as would enable Seller to proceed with its recommendation to its shareholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the discretion of Purchaser Common Shares as Merger Consideration the Parties at the time. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the SCBCA determined by Seller after consultation with Seller’s counsel, Seller shall submit this Agreement to its shareholders at the Seller's Shareholders’ Meeting even if the board of directors of Seller determines at any time after the date hereof that it is no longer advisable or recommends that Seller shareholders reject it, in accordance with which case the board of directors of Seller may communicate the basis for its lack of recommendation to the shareholders in the Proxy Statement/Prospectus or any appropriate amendment or supplement thereto. (c) Buyer will submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of these obligationsthat obligation, Purchaser Buyer will take, in accordance with applicable Law law and its governing documentsarticles of incorporation and bylaws, all action necessary to convene a meeting of its shareholders (“Purchaser call, give notice of, convene, and hold the Buyer's Shareholders’ Meeting’”), to be held ' Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the voting on approval and adoption of this Agreement and the transactions contemplated by provided for in this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board of Directors of Company has resolved Subject to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligationSection 6.11, Company will Seller shall take, in accordance with applicable Law law and the Company Seller Articles and the Company RegulationsSeller Bylaws, all action necessary to convene a meeting of its shareholders (the “Company Shareholders’ Seller Meeting’”), ) to be held as promptly soon as reasonably practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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 S-4 is declared effective 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 Requisite Seller Vote required 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied connection with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated herebyMerger, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desireddesired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to adopt a merger agreement. Subject to the rights of the Board of Directors set forth in Section 6.11, including the right to accept or approve a merger agreement Superior Proposal, cancel or delay the issuance Seller meeting, change or withdraw its recommendation of shares this Agreement and/or terminate this Agreement as contemplated thereby. Purchaser shallin Section 6.11(d), through its the Board of DirectorsDirectors of Seller shall use its commercially reasonable best efforts to obtain from the shareholders of Seller the Requisite Seller Vote, recommend including by communicating to its shareholders its recommendation (and including such recommendation in the approval Proxy Statement) that they adopt and adoption approve this Agreement and the transactions contemplated hereby. (b) Subject to Section 6.11, Seller shall adjourn or postpone the Seller Meeting, if, as of the Articles Amendment time for which such meeting is originally scheduled there are insufficient shares of Seller 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 Seller has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Seller Vote; provided, that Seller shall not be required to adjourn or postpone the Seller Meeting more than two times pursuant to this Section 6.3(b). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, including in accordance with Section 6.11, the Seller Meeting shall be convened and this Agreement shall be submitted to the approval and shareholders of Seller at the Seller Meeting, for the purpose of voting on the adoption of this Agreement and the transactions other matters contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Considerationhereby, and nothing contained herein shall be deemed to relieve Seller of such obligation. (c) Parent shall take, in accordance with applicable law and the Parent Articles and Parent Regulations, all action necessary to convene a meeting of its shareholders (the “Parent Meeting”) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Parent Vote required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to adopt a merger agreement. The Board of Directors of Parent shall use all commercially its reasonable best efforts to obtain from the shareholders of Parent the Requisite Parent Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the requisite affirmative vote Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby. (d) Parent shall adjourn or postpone the Parent Meeting, if, as of the time for which such approvals meeting is originally scheduled there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the “Purchaser Shareholder Approvals”business of such meeting, or if on the date of such meeting Parent has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Parent Vote; provided, that Parent shall not be required to adjourn or postpone the Parent Meeting more than two times pursuant to this Section 6.3(d).

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Until the Series A Shareholder Approval is duly obtained by the Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, shall take all action necessary to convene present the Series A Shareholder Approval Proposal for a vote at each meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness stockholders of the Form S-4, to consider and vote upon approval and adoption Company held after the execution of this Agreement Agreement, and if shares of Series B Preferred Stock are outstanding, until the transactions contemplated hereby. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected Series B Shareholder Approval is duly obtained by the commencementCompany, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject shall take all action necessary to present the provisions Series B Shareholder Approval Proposal for a vote at each meeting of Section 6.7, Company shall, through its Board stockholders of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use all commercially reasonable 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 held after 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 execution of this Agreement, in each case in accordance with applicable Law, the Certificate of Incorporation and Bylaws. Each such meeting of stockholders at which event either the Board Series A Shareholder Approval or Series B Shareholder Approval is considered is referred to herein as a "SHAREHOLDER MEETING." The Company shall use its best efforts to obtain the required approval of Directors its stockholders of the Shareholder Approval Proposal or Proposals under consideration at each Shareholder Meeting in order to give effect thereto under the Certificate of Incorporation, the Bylaws, the DGCL and the NYSE Rules. The Company may communicate shall file with the basis for its lack of Commission a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto with respect to the extent required by applicable Law; provided thatfirst Shareholder Meeting held after the execution of this Agreement no later than January 15, for 2000, and the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend use its best efforts to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other hold such Shareholder Meeting no later than the Merger. Except as set forth in Section 6.7April 5, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)2000. (b) The Each Proxy Statement shall contain the recommendation of the Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they the stockholders approve proposals to (i) amend Purchaser’s articles of incorporationthe Shareholder Approval Proposal or Proposals, as amended, applicable. The Company shall notify the Investor promptly of the receipt by it of any comments from the Commission or its staff and of any request by the Commission for amendments or supplements to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”)such Proxy Statement or for additional information, and (ii) approve will supply the Investor with copies of all correspondence between the Company and adopt of this Agreement its representatives, on the one hand, and the transactions contemplated herebyCommission or the members of its staff or of any other Governmental Entities, including on the issuance other hand, with respect to such Proxy Statement. The Company shall give the Investor and its counsel a reasonable opportunity to review and comment on those portions of shares such Proxy Statement describing or referring to a Shareholder Approval Proposal or any member of Purchaser Common Shares the Investor Group (the "INVESTOR INFORMATION") prior to the filing of the Proxy Statement with the Commission and shall give the Investor and its counsel a reasonable opportunity to review and comment on all amendments and supplements to the Investor Information and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Commission with respect to the Investor Information. The Company shall give reasonable consideration to any comments the Investor or its counsel may provide with respect to the Investor Information or any amendment or supplement thereto. (c) Notwithstanding anything to the contrary contained in this Section 8.13, the Company shall not be required to take any of the actions described in Section 8.13 (a) or (b) hereof with respect to a Shareholder Approval Proposal, if in the opinion of outside legal counsel to the Company, the relevant Shareholder Approval is not required under the NYSE Rules to permit the actions described in such Shareholder Approval Proposal. (d) Each Proxy Statement, as Merger Consideration in accordance with this Agreement. In furtherance of these obligationsthe date it is mailed to stockholders of the Company and as of the date of the relevant Shareholder Meeting, Purchaser will takenot include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness light of the Form S-4circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that this Section 8.13(d) shall not apply to consider and vote upon proposals any information provided to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters Company in writing by any member of the type customarily brought before an annual or special meeting of shareholders Investor Group with respect to approve a merger agreement or such member expressly for inclusion in the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Proxy Statement.

Shareholder Approvals. (a) The Board Bay Banks agrees to take, in accordance with applicable law and the Bay Banks Certificate and the Bay Banks Bylaws, all action necessary to convene an appropriate meeting of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by its Bay Banks’s shareholders in order to carry out for consummation of the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and Merger (the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Bay Banks Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of Registration Statement is declared effective. The Bay Banks Board will unanimously recommend that the Form S-4, to consider and vote upon approval and adoption of this Agreement and Bay Banks shareholders approve the transactions contemplated hereby. 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 all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including provided that the issuance Bay Banks Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Bay Banks Board, after having consulted with and considered the advice of shares outside counsel, has determined that the making of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of these obligations, Purchaser will the fiduciary duties of the members of the Bay Banks Board under applicable law. (b) Virginia BanCorp agrees to take, in accordance with applicable Law law and its governing documentsthe Virginia BanCorp Certificate and the Virginia BanCorp Bylaws, all action necessary to convene a 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 Virginia BanCorp’s shareholders for consummation of the Merger (the “Purchaser Shareholders’ Virginia BanCorp Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of Registration Statement is declared effective. The Virginia BanCorp Board will unanimously recommend that the Form S-4, to consider and vote upon proposals to Virginia BanCorp shareholders approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including provided that the issuance of shares of Purchaser Common Shares as Merger Consideration andVirginia BanCorp Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if so desiredthe Virginia BanCorp Board, other matters after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption fiduciary duties of the Articles Amendment and members of the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Virginia BanCorp Board under applicable law.

Shareholder Approvals. (a) The Board Company agrees to take, in accordance with applicable law and the Company Certificate and Company Bylaws, all action necessary to call, give notice of, convene, and hold as soon as reasonably practicable a meeting of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by the Company's shareholders for consummation of the Transactions (including any adjournment or postponement, the "COMPANY MEETING"). Except with the prior approval of Parent, no other matters shall be submitted for the approval of the Company shareholders at the Company Meeting, other than the annual election of directors of the Company. The Company 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 shareholders shareholders; provided that nothing in this Agreement shall prevent the Company Board from withholding, withdrawing, amending or modifying its recommendation if the Company Board determines, after consultation with its outside counsel, that such action is legally required in order for the directors to carry out comply with their fiduciary duties to the intentions Company shareholders under applicable law; provided, further, that Section 7.08 shall govern the withholding, withdrawing, amending or modifying of this Agreementsuch recommendation in the circumstances described therein. In furtherance Nothing contained in Section 7.08 shall affect or otherwise limit the obligation of that obligationthe Company to call, give notice of, convene, and hold the Company will Meeting. Parent agrees to take, in accordance with applicable Law law and the Company Parent Articles and the Company RegulationsParent Bylaws, all action necessary to convene as soon as reasonably practicable a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon the approval and adoption of this Agreement and any other matters required to be approved by Parent's shareholders for consummation of the transactions contemplated herebyTransactions (including any adjournment or postponement, the "PARENT MEETING"). Company agrees that its obligations pursuant Parent Board shall at all times prior 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, and during such meeting recommend to its shareholders the such approval and adoption of this Agreement (the “Company Recommendation”), and shall use take all commercially reasonable efforts lawful action to obtain from solicit such approval by 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)shareholders. (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board of Directors of Company has resolved CCFNB and CFC agree to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law law and the Company Articles and the Company Regulationsits Governing Documents, all action necessary to convene a meeting of its respective shareholders (“Company Shareholders’ including any adjournment or postponement, the "CCFNB Meeting’”" and "CFC Meeting", respectively), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4practicable, to consider and vote upon the adoption and approval of this Plan, as well as any other matters required to be approved by its respective shareholders for consummation of the Merger. (b) The board of directors of CCFNB and CFC have adopted resolutions recommending to the shareholders of their respective companies the adoption of this Agreement Plan and the transactions contemplated herebyother matters required to be approved or adopted in order to carry out the intentions of this Plan. Company agrees that its obligations pursuant Notwithstanding the foregoing, the board of directors of CCFNB and CFC may withdraw, modify, condition or refuse to this Section 6.3 shall not be affected by recommend 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 (Plan and the “Company Recommendation”)other matters required to be approved or adopted in order to carry out the intentions of this Plan if the board of directors of CCFNB and CFC determine, in good faith after consultation with its respective outside financial and shall use all commercially reasonable efforts legal advisors, that the failure to obtain from take such action would breach 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 Approvalfiduciary obligations under applicable law. Notwithstanding any Change in the Company Recommendationforegoing, this Agreement Plan and such other matters shall be submitted to the shareholders of Company CCFNB and CFC at the Company Shareholders’ respective CCFNB Meeting and the CFC Meeting for the purpose of obtaining approving the Company Shareholder Approval Plan and such other matters and nothing contained herein shall be deemed to relieve Company CCFNB and CFC of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; obligation, provided, however, that if the Board board of Directors directors of Company CCFNB or CFC, as the case may be, shall have effected a Change withdrawn, modified, conditioned or refused to recommend the adoption of this Plan and such other matters in accordance with the Company Recommendation permitted hereunderterms of this Plan, then in submitting this Plan to CCFNB's or CFC's shareholders, the Board board of Directors directors of Company shall CCFNB or CFC may submit this Agreement Plan to Company’s shareholders CCFNB's or CFC's shareholders, as the case may be, without recommendation (although the recommendation resolutions adopting this Plan as of this Agreementthe date hereof may not be rescinded or amended), in which event the Board board of Directors directors of Company CCFNB or CFC, as the case may be, may communicate the basis for its lack of a recommendation to Company’s its shareholders in the Proxy Statement (as defined in Section 5.3(a)) or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)law. (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Golden West Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve approved this Agreement and will submit the plan of merger it contains and adopted resolutions recommending as of the date hereof to its Golden West's shareholders approval and adoption of the plan of merger contained in this Agreement and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (b) The Wachovia Board approved this Agreement and the transactions contemplated hereby and adopted resolutions recommending as of the date hereof to Wachovia's shareholders the approval of the issuance of shares of Wachovia Common Stock necessary to effect the Merger and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (c) The Wachovia Board and Golden West Board each will submit to its shareholders all matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company Wachovia and Golden West each will take, in accordance with applicable Law law and the Company Articles and the Company Regulationsits respective Constituent Documents, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”including any adjournment or postponement, the "WACHOVIA MEETING" and the "GOLDEN WEST MEETING", respectively), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4practicable, to consider and vote upon such matters. The Wachovia Board and Golden West Board each will use all reasonable best efforts to obtain from their respective shareholders a vote approving the transactions contemplated by this Agreement, including a recommendation that its respective shareholders vote in favor of (i) in the case of Golden West, approval and adoption of this Agreement and the transactions contemplated herebyplan of merger contained herein and (2) in the case of Wachovia, approval of the issuance of the Wachovia Common Stock required for consummation of the Merger. Company agrees that its obligations pursuant to However, if the Golden West Board, after consultation with outside counsel, determines in good faith that, because of the receipt after the date of this Section 6.3 shall not be affected Agreement by the commencement, public proposal, public disclosure or communication to Company Golden West of any an Acquisition Proposal or Change that the Golden West 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 the Company Recommendation. Subject plan of merger set forth in this Agreement, then in submitting the plan of merger to the provisions Golden West Meeting, the Golden West Board may submit the plan of Section 6.7, Company shall, through its Board of Directors, recommend merger to its shareholders without recommendation (although the approval and adoption of resolutions adopting this Agreement (as of the “Company Recommendation”date hereof, described in Section 6.02(a), and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”may not be rescinded or amended), 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, in which event the Golden West Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s the shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Lawlaw; provided that, for PROVIDED that the avoidance of doubt, Company Golden West Board may not take any action actions under this sentence unless it has complied with the provisions of Section 6.7. In addition until after giving Wachovia at least 5 business days to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend respond to its shareholders or submit to the vote of its shareholders any such Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any and after giving Wachovia notice of the foregoing being a “Change latest material terms, conditions and third party in the Company Recommendation”). (bAcquisition Proposal) The Board of Directors of Purchaser has resolved and then taking into account any amendment or modification to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated proposed by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Wachovia.

Shareholder Approvals. (a) The Board As promptly as practicable following the execution and delivery of Directors this Agreement, unless this Agreement shall have been previously terminated in accordance with Section 5.01(c) or Article VII, the Company shall prepare and file the Proxy Statement with the SEC pursuant to the Exchange Act and, upon clearance of Company has resolved to recommend to Company’s shareholders any comments received from the staff of the SEC or confirmation that they approve the staff will have no comments, submit this Agreement and will submit the Merger to its shareholders this Agreement for approval and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene adoption at a meeting of its shareholders (“called by the Company Shareholders’ Meeting’”)for such purpose in the manner prescribed by the Exchange Act. Unless this Agreement shall have been previously terminated in accordance with Section 5.01(c) or Article VII, and subject to its fiduciary duties under Applicable Laws, the Company Board shall unanimously recommend that the Company Shareholders vote to approve and adopt this Agreement and the Merger and the other matters to be held as promptly as practicable after Purchaser has obtained submitted to the SEC’s declaration of effectiveness of Company Shareholders in connection therewith and shall use its best efforts to solicit and secure from the Form S-4, to consider and vote upon Company Shareholders their approval and adoption of this Agreement and the transactions contemplated hereby. 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 Merger. (the “Company Recommendation”), and shall use all commercially reasonable 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, b) Unless this Agreement shall be submitted to have been previously terminated in accordance with Section 5.01(c) or Article VII, Acquiror shall prepare and lodge the shareholders of Company at Circular with 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 London Stock Exchange and, upon approval of the Form S-4; providedCircular by the London Stock Exchange dispatch the Circular to its stockholders. Unless this Agreement shall have been previously terminated in accordance with Section 5.01(c) or Article VII, 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company Acquiror shall recommend to its shareholders or submit to that the stockholders of Acquiror vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment Merger and other matters to approve be submitted to the stockholders of Acquiror in connection therewith and adopt this Agreement shall use its best efforts to solicit and secure from the transactions contemplated hereby, including stockholders of Acquiror their approval of the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desiredonce the Merger is approved by the stockholders of Acquiror, other matters of the type customarily brought before an annual or special meeting of shareholders cause Sub to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend consent in writing to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Merger.

Shareholder Approvals. (a) The Board Each of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement Central Pacific and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company CB Bancshares will take, subject to and in accordance with applicable Law law and the Company Articles and the Company Regulationsits respective Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “Company Shareholders’ Central Pacific Meeting’” and the “CB Bancshares Meeting”, respectively), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4practicable, to consider and vote upon the plan of merger contained in this Agreement as well as any other matters required to be approved by such party’s shareholders for consummation of the Merger. (b) Each of the Central Pacific Board and the CB Bancshares Board shall recommend approval and adoption of the plan of merger contained in this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant shall take all lawful action 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 all commercially reasonable 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 solicit such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4approval; provided, however, if either the CB Bancshares Board or the Central Pacific Board, after consultation with (and based on the advice of) counsel, determines in good faith that if it would result in a violation of its fiduciary duties under applicable law to continue to recommend the Board plan of Directors of Company shall have effected a Change merger set forth in the Company Recommendation permitted hereunderthis Agreement, then in submitting the Board plan of Directors merger to its shareholders, such board of Company shall directors may, to the extent permitted by applicable Hawaii law, submit the plan of merger to its shareholders without recommendation (although the resolutions adopting this Agreement to Company’s shareholders without as of the recommendation of this Agreementdate hereof, described in Section 6.02(a) may not be rescinded or amended), in which event the Board such board of Directors of Company directors may communicate the basis for its lack of a recommendation to Company’s the shareholders of Central Pacific or CB Bancshares, as the case may be, in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Lawlaw; provided thatthat if the CB Bancshares Board has determined not to recommend approval of the plan of merger contained in this Agreement because it has received an Acquisition Proposal that it concludes in good faith constitutes a Superior Proposal and that continuing to recommend the plan of merger set forth in this Agreement would result in a violation of its fiduciary duties, for the avoidance of doubt, Company CB Bancshares Board may not take any action actions under this sentence unless it has complied with the provisions of Section 6.7. In addition until after giving Central Pacific at least five business days to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend respond to its shareholders or submit to the vote of its shareholders any such Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any and after giving Central Pacific notice of the foregoing being a “Change latest material terms, conditions and third party in the Company Recommendation”). (bAcquisition Proposal) The Board of Directors of Purchaser has resolved and then taking into account any amendment or modification to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated proposed by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for Central Pacific within such approvals (the “Purchaser Shareholder Approvals”)five business day period.

Shareholder Approvals. (a) The Golden West Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve approved this Agreement and will submit the plan of merger it contains and adopted resolutions recommending as of the date hereof to its Golden West’s shareholders approval and adoption of the plan of merger contained in this Agreement and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (b) The Wachovia Board approved this Agreement and the transactions contemplated hereby and adopted resolutions recommending as of the date hereof to Wachovia’s shareholders the approval of the issuance of shares of Wachovia Common Stock necessary to effect the Merger and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (c) The Wachovia Board and Golden West Board each will submit to its shareholders all matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company Wachovia and Golden West each will take, in accordance with applicable Law law and the Company Articles and the Company Regulationsits respective Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “Company Shareholders’ Wachovia Meeting’” and the “Golden West Meeting”, respectively), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4practicable, to consider and vote upon such matters. The Wachovia Board and Golden West Board each will use all reasonable best efforts to obtain from their respective shareholders a vote approving the transactions contemplated by this Agreement, including a recommendation that its respective shareholders vote in favor of (i) in the case of Golden West, approval and adoption of this Agreement and the transactions contemplated herebyplan of merger contained herein and (2) in the case of Wachovia, approval of the issuance of the Wachovia Common Stock required for consummation of the Merger. Company agrees that its obligations pursuant to However, if the Golden West Board, after consultation with outside counsel, determines in good faith that, because of the receipt after the date of this Section 6.3 shall not be affected Agreement by the commencement, public proposal, public disclosure or communication to Company Golden West of any an Acquisition Proposal or Change that the Golden West 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 the Company Recommendation. Subject plan of merger set forth in this Agreement, then in submitting the plan of merger to the provisions Golden West Meeting, the Golden West Board may submit the plan of Section 6.7, Company shall, through its Board of Directors, recommend merger to its shareholders without recommendation (although the approval and adoption of resolutions adopting this Agreement (as of the “Company Recommendation”date hereof, described in Section 6.02(a), and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”may not be rescinded or amended), 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, in which event the Golden West Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s the shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Lawlaw; provided that, for that the avoidance of doubt, Company Golden West Board may not take any action actions under this sentence unless it has complied with the provisions of Section 6.7. In addition until after giving Wachovia at least 5 business days to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend respond to its shareholders or submit to the vote of its shareholders any such Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any and after giving Wachovia notice of the foregoing being a “Change latest material terms, conditions and third party in the Company Recommendation”). (bAcquisition Proposal) The Board of Directors of Purchaser has resolved and then taking into account any amendment or modification to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated proposed by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Wachovia.

Shareholder Approvals. (a) The Company’s Board of Directors of Company has resolved to shall recommend to that the Company’s shareholders that they approve this Agreement the Private Placement (including the Transaction) and will submit to its shareholders this Agreement the amendment and any other matters required to be approved by its shareholders in order to carry out restatement of the intentions Company’s Articles of Incorporation as provided herein (the “Proposals”), and shall not withdraw such recommendations. (b) As promptly as practicable following the date of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene shall call a special meeting of its shareholders (the “Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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 Requisite Shareholder Approval Vote in connection with this Agreement and nothing contained herein the Proposals and shall be deemed use its reasonable best efforts to relieve Company of cause such obligation so long Shareholders’ Meeting to occur as Purchaser has obtained promptly as reasonably practicable and no later than forty (40) days after the Company’s Registration Statement (as defined below) is declared effective by the SEC’s declaration of effectiveness of . The Proxy Statement shall include the Form S-4; provided, however, that if Company Board Recommendation and the Board of Directors of Company (and all applicable committees thereof) shall have effected a Change in use its reasonable best efforts to obtain from the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation Requisite Shareholder Vote in favor of this Agreement, in which event the Board approval of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserProposals (individually and collectively, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company RecommendationShareholder Approvals”). (bc) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to If on the date for which the Shareholders’ Meeting is scheduled (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles AmendmentOriginal Date”), and (ii) the Company has not received proxies representing a sufficient number of votes to approve and adopt of this Agreement the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company, and the transactions contemplated herebyCompany shall have the right, to postpone or adjourn the Shareholders’ Meeting to a date that shall not be more than 45 days after the Original Date. If the Company continues not to receive proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company to, and the Company may, make one or more successive postponements or adjournments of the Shareholders’ Meeting as long as the date of the Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this Section 6.04(c). In the event that the Shareholders’ Meeting is adjourned or postponed as a result of Applicable Law, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligationsneed to disseminate to Company shareholders any amendments or supplements to the Proxy Statement, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to any days resulting from such adjournment or postponement shall not be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness included for purposes of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters calculations of the type customarily brought before an annual or special meeting number of shareholders days pursuant to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)subsection.

Shareholder Approvals. (a) Bancshares shall call a special meeting of its shareholders to be held as soon as is reasonably practicable for the purpose of voting upon this Agreement and the Bancshares Merger Agreement and related matters. The Board of Directors of Company has resolved Bancshares shall submit and recommend for approval of their respective shareholders the matters to be voted upon at such meetings. The Board of Directors of Bancshares hereby does and will recommend to Company’s shareholders that they approve this Agreement, the Bancshares Merger Agreement and will submit the transactions contemplated hereby and thereby to its shareholders this Agreement and any other matters required use its best efforts to be approved by its shareholders in order to carry out obtain the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law votes and the Company Articles and the Company Regulations, all action necessary to convene a meeting approvals of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained necessary for the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of the matters contemplated hereby. Each of the Shareholders agrees to vote all shares of Bancshares Stock that he owns of record for the approval of this Agreement and the transactions contemplated hereby. Company agrees that its obligations Bancshares Merger Agreement at the special meeting of shareholders of Bancshares, or if the transaction is altered by Buyer to a direct purchase of stock pursuant to this Section 6.3 shall not be affected by the commencement2.09, public proposal, public disclosure or communication to Company sell his shares of any Acquisition Proposal or Change in the Company Recommendation. Subject Bancshares for a purchase price equal 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 all commercially reasonable 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 that portion of the Form S-4; provided, however, Bancshares Merger Consideration 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 such Shareholder would be entitled to Company’s shareholders without the recommendation of receive under this Agreement, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Bank shall call a special meeting of its shareholders to be held as soon as is reasonably practicable for the purpose of voting upon this Agreement and the Bank Merger Agreement and related matters. The Board of Directors of Purchaser has resolved the Bank shall submit and recommend for approval of their respective shareholders the matters to be voted upon at such meetings. The Board of Directors of the Bank hereby does and will recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporationthis Agreement, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Bank Merger Agreement and the transactions contemplated hereby, including hereby and thereby to its shareholders and use its best efforts to obtain the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law votes and its governing documents, all action necessary to convene a meeting approvals of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders necessary for the approval and adoption of the Articles Amendment and matters contemplated hereby. Bancshares agrees to vote all shares of Bank Stock that it owns of record for the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including Bank Merger Agreement at the issuance special meeting of shares shareholders of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Bank.

Shareholder Approvals. (a) The Board Each of Directors FCB and NMB agrees to take in accordance with applicable law and its respective Constituent Documents all action necessary to convene a meeting of Company has resolved its respective shareholders (including any adjournment or postponement, the “FCB Meeting” and the “NMB Meeting”, respectively), as promptly as practicable, to recommend consider and vote upon the approval of the principal terms of this Agreement, in the case of each of the FCB Meeting and the NMB Meeting, as well as any other matters required to Companybe approved by such entity’s shareholders that they approve for consummation of the Mergers, in the case of both the FCB Meeting and the NMB Meeting. (b) The boards of directors of FCB and NMB have adopted resolutions recommending to the shareholders of FCB and the shareholders of NMB, respectively, the approvals specified in Section 6.02(a) and the other matters required to be approved or adopted in order to carry out the intentions of this Agreement Agreement. Except as otherwise permitted by this Agreement, the FCB Board and NMB Board each will submit to its their shareholders the principal terms of this Agreement and any other matters required to be approved by its their shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company FCB and NMB each will take, in accordance with applicable Law law and the Company Articles and the Company Regulationsits respective Constituent Documents, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”)shareholders, to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4practicable, to consider and vote upon approval such matters. The FCB Board and adoption of this Agreement and the transactions contemplated hereby. 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 NMB Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall each will use all commercially reasonable best efforts to obtain from its their respective shareholders the requisite affirmative a vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning the Company Shareholders’ Meeting if there are insufficient votes to approve approving such matters. Notwithstanding anything in this Agreement to allow additional time to attain the Company Shareholder Approval. Notwithstanding any Change in the Company Recommendationcontrary, 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 NMB Board or the FCB Board, after consultation with counsel, determines in good faith that, because of Directors a conflict of Company shall have effected a Change in the Company Recommendation permitted hereunderinterest or other special circumstances (it being agreed that such special circumstances will include, then the Board of Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation for purposes of this Agreement, the receipt by a party of an Acquisition Proposal that such party’s board of directors concludes in which event good faith constitutes a Superior Proposal), it would reasonably be expected to be a violation of its fiduciary duties under applicable law to continue to recommend such matters, then, the NMB Board or FCB Board, as the case may be, may decline to submit such matters to its shareholders or may, if such submission has already occurred, rescind its notice of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders meeting with the effect set forth in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable LawSections 8.01(c) and 8.02; provided that, for the avoidance of doubt, Company that it may not take any action actions under this sentence unless it has complied with until after giving the provisions of Section 6.7. In addition other party hereto at least five business days to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend respond to its shareholders or submit to the vote of its shareholders any such Acquisition Proposal (and after giving the other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any party notice of the foregoing being a “Change latest material terms, conditions and third party in the Company Recommendation”). (bAcquisition Proposal) The Board of Directors of Purchaser has resolved and then taking into account any amendment or modification to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and proposed by the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)party hereto.

Shareholder Approvals. (a) The Board Each of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement BFC and will submit to its shareholders this Agreement DBI shall call, give notice of, convene and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene hold a meeting of its respective shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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”), BFC Meeting” and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning DBI Meeting,” respectively) as soon as reasonably practicable (subject to applicable notice requirements) after 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 Registration Statement is declared effective for the purpose of obtaining the Company Requisite BFC 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporationRequisite DBI Shareholder Approval, as amendedapplicable, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of required in connection with this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desireddesired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated therebythereby (as applicable). Purchaser shallThe board of directors of each of BFC and DBI shall use its commercially reasonable efforts to obtain from the shareholders of BFC and DBI, through its Board as the case may be, the Requisite BFC Shareholder Approval, in the case of DirectorsBFC, recommend and the Requisite DBI Shareholder Approval, in the case of DBI, including by communicating to its respective shareholders its recommendation (and including such recommendation in the approval and adoption of the Articles Amendment and the approval and adoption of Joint Proxy Statement/Prospectus) that they approve this Agreement and the transactions contemplated hereby, including, with respect to BFC, the BFC Common Stock Issuance. BFC or DBI shall adjourn or postpone the BFC Meeting or the DBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of BFC Common Stock or the DBI Stock, as the case may be, represented (either in person or by this Agreementproxy) to constitute a quorum necessary to conduct the business of such meeting, including or if on the issuance date of such meeting BFC or DBI, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite BFC Shareholder Approval or the Requisite DBI Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of Purchaser the BFC Meeting and DBI Meeting shall be convened, the BFC Common Shares as Merger ConsiderationStock Issuance and this Agreement shall be submitted to the shareholders of BFC, and this Agreement shall be submitted to the shareholders of DBI, at the BFC Meeting and DBI Meeting, respectively, for the purpose of voting on the approval of such proposals and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either BFC or DBI of such obligation. BFC and DBI shall use all their commercially reasonable efforts to obtain from its cooperate to hold the BFC Meeting and DBI Meeting as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective, and to set the same record date for each such meeting. Except with the prior approval of BFC, no other matters shall be submitted for the approval of DBI shareholders at the requisite affirmative vote DBI Meeting. (b) Except to the extent provided otherwise in Section 5.09, the board of directors of DBI shall at all times prior to and during the DBI Meeting recommend approval of this Agreement by the shareholders of DBI and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by DBI’s shareholders for such approvals consummation of the Merger and the transactions contemplated hereby (the “Purchaser DBI Recommendation”) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of BFC or take any other action or make any other public statement inconsistent with such recommendation and the Joint Proxy Statement-Prospectus shall include the DBI Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite DBI Shareholder ApprovalsApproval, DBI will not adjourn or postpone the DBI Meeting unless DBI is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of DBI. DBI shall keep BFC updated with respect to the proxy solicitation results in connection with the DBI Meeting as reasonably requested by BFC. (c) The board of directors of BFC shall at all time prior to and during the BFC Meeting recommend approval of this Agreement by the shareholders of BFC and the transactions contemplated herein (including the Merger and the BFC Common Stock Issuance) and any other matters required to be approved by BFC’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “BFC Recommendation”)) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interest of DBI or take any action or make any other public statement inconsistent with such recommendation and the Joint Proxy Statement-Prospectus shall include the BFC Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite BFC Shareholder Approval, BFC will not adjourn or postpone the BFC Meeting unless BFC is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of BFC. BFC shall keep DBI updated with respect to the proxy solicitation results in connection with the BFC Meeting as reasonably requested by DBI.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions As promptly as reasonably practicable after execution of this Agreement. In furtherance of that obligation, Company will take, (i) in accordance connection with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Seller’s Shareholders’ Meeting’”), Seller shall prepare (with reasonable requested assistance from Buyer) and file with the Commission, a Proxy Statement and subject to the requirements of the applicable Regulatory Authorities, mail such Proxy Statement to Seller’s shareholders, and (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement. Buyer and Seller shall timely and properly make all necessary filings with respect to the Merger under the Securities Laws. Seller will advise Buyer when the definitive Proxy Statement or any supplement or amendment has been filed, or of any request by the Commission for the amendment or supplement of the Proxy Statement, or for additional information. Buyer and Seller shall provide each other promptly with copies of all filings and letters to and from the Commission and other Regulatory Authorities. Buyer shall be entitled to review and comment on this Proxy Statement prior to it being filed with the Commission. (b) Seller shall duly call, give notice of, convene and hold a Shareholders’ Meeting, to be held as promptly soon as reasonably practicable after Purchaser has obtained the SEC’s declaration definitive Proxy Statement is filed with the Commission and not later than 35 days thereafter on a date reasonably acceptable to Buyer, for the purpose of effectiveness of the Form S-4, to consider and vote voting upon approval and adoption of this Agreement Agreement, the Merger, and the related transactions contemplated hereby. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement(“Seller Shareholder Approval”) and such other related matters as it deems appropriate and shall, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject subject to the provisions of Section 6.7, Company shall8.1(c), through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use all commercially its reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Seller 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 . (c) Neither 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company Seller nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserBuyer, the Company Recommendation approval or take any actionrecommendation of such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or make propose publicly to approve or recommend, any public statementAcquisition Proposal, filing or release inconsistent with (iii) cause Seller to enter into any letter of intent, agreement in principle, acquisition agreement or other document, instrument or agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the Company Recommendation (any of the foregoing being a “Change foregoing, in the Company Recommendation”). (b) The event that, prior to the adoption of this Agreement by the holders of Seller Common Stock, the Board of Directors of Purchaser Seller determines in good faith that it has resolved received a Superior Proposal and, after receipt of a written opinion from outside counsel, that the failure to recommend accept the Superior Proposal would result in the Board of Directors of Seller breaching its fiduciary duties to Purchaser’s Seller shareholders under applicable Law, the Board of Directors of Seller may (subject to this and the following sentences) inform Seller shareholders that they it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this Section) approve proposals or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement and the Merger) (a “Subsequent Determination”), but only at a time that is after the fifth business day following Buyer’s receipt of written notice advising Buyer that the Board of Directors of Seller has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, Seller shall provide Buyer reasonable opportunity during this five business day period to make such adjustments in the terms and conditions of this Agreement as would enable Seller to proceed with its recommendation to its shareholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the discretion of the Parties at the time. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the SCBCA determined by Seller after consultation with Seller’s counsel, Seller shall submit this Agreement to its shareholders at its Shareholders’ Meeting even if the Board of Directors of Seller determines at any time after the date hereof that it is no longer advisable or recommends that Seller shareholders reject it, in which case the Board of Directors of Seller may communicate the basis for its lack of recommendation to the shareholders in the Proxy Statement or any appropriate amendment or supplement thereto. (d) Seller agrees, as to itself and its Subsidiaries, that (i) amend Purchaser’s articles the Proxy Statement and any amendment or supplement thereto will comply in all material respects with the applicable provisions of incorporationthe Exchange Act and the rules and regulations thereunder, as amended, to increase along with the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”)SCBCA, and (ii) approve and adopt none of this Agreement and the transactions contemplated hereby, including information supplied by Seller or any of its Subsidiaries for inclusion or incorporation by reference in the issuance Proxy Statement will at the date of shares the mailing to its shareholders or at the time of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a the meeting of its shareholders (“Purchaser Shareholders’ Meeting’”)held for the purpose of obtaining the Seller shareholder approval, contain any untrue statement of a material fact or omit to state any material fact required to be held as promptly as practicable after Purchaser has obtained stated therein or necessary in order to make the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)statements therein not misleading.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will Seller shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will Seller shall take, in accordance with applicable Law law and the Company Articles its articles of incorporation and the Company Regulationsbylaws, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”)call, to be held give notice of, convene, and hold the Seller Shareholder Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated herebyprovided for in this Agreement. Company agrees The Seller’s Board shall recommend 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 approve this Agreement in accordance with the GBCC (the “Company Seller Recommendation”), ) and shall include such recommendation in the proxy statement 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. Seller shall solicit and use all commercially its reasonable best efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement Requisite Seller Shareholder Vote. (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 SECb) Neither Seller’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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall shall, except as expressly permitted by this Section 6.1(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserBuyer, the Company Recommendation or take any actionSeller Recommendation, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the Requisite Seller Shareholder Vote, the Seller’s Board may make an Adverse Recommendation Change if and adopt only if: (i) the Seller’s Board determines in good faith, after consultation with the Seller Financial Advisors and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 6.3) 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 to the Seller and its shareholders under applicable Law; (iii) the Seller’s Board provides written notice (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 business day following delivery of such notice, which notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five business day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to three business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, Seller shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent five business day period to make such adjustments in the terms and conditions of this Agreement as would enable the Seller Board to proceed without an Adverse Recommendation Change (provided, however, that the Buyer shall not be required to propose any such adjustments); and (v) the Seller’s Board, following such five business day period, again determines in good faith, after consultation with the Seller Financial Advisors and outside counsel, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to the transactions contemplated hereby, including the issuance Seller and its shareholders under applicable Law. Notwithstanding any other provision of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will takeexcept to the extent prohibited by the GBCC as determined by Seller after consultation with Seller’s outside counsel, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt Seller shall submit this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders at the approval and adoption of Seller Shareholders’ Meeting even if the Articles Amendment Seller’s Board has made an Adverse Recommendation Change, in which case the Seller’s Board may communicate the Adverse Recommendation Change and the approval and adoption basis for it to the shareholders of this Agreement and Seller in the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Proxy Statement/Prospectus or any appropriate amendment or supplement thereto.

Shareholder Approvals. (a) The Board Company’s board of Directors of Company has resolved to directors shall recommend to that the Company’s shareholders that they approve this Agreement the amendment and will submit restatement of the Company’s Articles of Incorporation as provided herein and all other matters, if any, with respect to its the Transaction which may require approval by the Company’s shareholders this Agreement (the “Proposals”), and shall not withdraw or change any other matters required to be approved by its shareholders in order to carry out such recommendations. (b) As promptly as practicable following the intentions date of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene shall call a special meeting of its shareholders (the “Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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 Requisite Shareholder Approval Vote in connection with this Agreement and nothing contained herein the Proposals and shall be deemed use its reasonable best efforts to relieve Company of cause such obligation so long Shareholders’ Meeting to occur as Purchaser has obtained promptly as reasonably practicable and in any event no later than fifty (50) days after the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall date Investors have effected a Change in the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit executed this Agreement to purchase $100 million of Purchased Shares. The Proxy Statement shall include the Company Board Recommendation, and the Board (and all applicable committees thereof) shall use its reasonable best efforts to obtain from the Company’s shareholders without the recommendation of this Agreement, Requisite Shareholder Vote in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any favor of the foregoing being a approval of the Proposals (the “Change in the Company RecommendationShareholder Approvals”). (bc) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to If on the date for which the Shareholders’ Meeting is scheduled (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles AmendmentOriginal Date”), and (ii) the Company has not received proxies representing a sufficient number of votes to approve and adopt of this Agreement the Proposals, whether or not a quorum is present, CapGen shall have the right to require the Company, and the transactions contemplated herebyCompany shall have the right, to postpone or adjourn the Shareholders’ Meeting to a date that shall not be more than 20 days after the Original Date. If the Company continues not to receive proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company to, and the Company may, make one or more successive postponements or adjournments of the Shareholders’ Meeting as long as the date of the Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 20 days from the Original Date in reliance on this Section 6.04(c). In the event that the Shareholders’ Meeting is adjourned or postponed as a result of Applicable Law, including the issuance need to disseminate to Company shareholders any amendments or supplements to the Proxy Statement, any days resulting from such adjournment or postponement shall not be included for purposes of shares the calculations of Purchaser Common Shares as Merger Consideration the number of days pursuant to this subsection. (d) The Company shall provide a draft of the Amended and Restated Articles of Incorporation in accordance a form reasonably satisfactory to CapGen to CapGen for approval at least five business days prior to the initial filing of the Proxy Statement with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC. The Company will not file the Proxy Statement without CapGen’s declaration of effectiveness prior written approval of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters draft of the type customarily brought before an annual or special meeting Amended and Restated Articles of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shallIncorporation, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and which consent shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals not be unreasonably withheld (the Amended and Restated Articles of Incorporation, as approved by CapGen, the “Purchaser Shareholder ApprovalsAmended and Restated Articles of Incorporation”).

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out As soon as practicable after the intentions execution of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon Acquiror shall seek stockholder approval and adoption of this Agreement Agreement, the Restated Certificate and the transactions contemplated hereby. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by hereby and thereby. (b) As soon as practicable after 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 execution of this Agreement Agreement, Target shall prepare, with the cooperation of Acquiror, an Information Statement (the “Company Recommendation”), and shall use all commercially reasonable efforts to obtain from its "Information Statement") for the shareholders the requisite affirmative vote of Target to approve this Agreement, the Agreement (of Merger and the “Company Shareholder Approval”), including, if necessary, adjourning transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the Company Shareholders’ Meeting if there are insufficient votes offer and issuance of the shares of Acquiror Capital Stock to approve this Agreement to allow additional time to attain be received by the Company Shareholder Approval. Notwithstanding any Change holders of the capital stock of Target in the Company Recommendation, this Agreement Merger. Target shall be submitted use its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. (c) Each of Acquiror and Target agrees to provide promptly to the shareholders of Company at other such information concerning its business and financial statements and affairs as, in 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 reasonable judgment of the Form S-4; providedproviding party or its counsel, howevermay be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement The information supplied by each of Acquiror and Target for inclusion in the Information Statement shall not, at (i) the time the Information Statement is first mailed to the holders of capital stock of Target, and (ii) the Effective Time, 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 not misleading. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or Acquiror shall obtain knowledge of any facts that if might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. (d) Subject to Section 4.2, the information Statement shall contain the unanimous recommendation of the Board of Directors of Company shall have effected a Change in Target that the Company Recommendation permitted hereunder, then Target shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of Company the Merger are fair and reasonable to the shareholders of Target. Anything to the contrary contained herein notwithstanding, Target shall submit this Agreement to Company’s shareholders without the recommendation of this Agreement, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders not include in the Proxy Information Statement any non-public information with respect to Acquiror or an appropriate amendment its affiliates or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaserassociates, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any form and content of the foregoing being a “Change in the Company Recommendation”)which information shall not have been approved by Acquiror prior to such inclusion. (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out As soon as practicable after the intentions date of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law Equality shall call and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders and shall submit to its shareholders for approval this Agreement and the Merger in accordance with Equality's Certificate of Incorporation, its bylaws and Delaware Law (“Company Shareholders’ the "Equality Shareholders Meeting’”"), to be held as promptly as practicable after Purchaser has obtained . If such ----------------------------- recommendation is consistent with the SEC’s declaration of effectiveness fiduciary duties of the Form S-4Board of Directors of Equality, the Board of Directors of Equality shall recommend to consider and vote upon the shareholders of Equality approval and adoption of this Agreement and the transactions contemplated herebyMerger. Company agrees that its obligations pursuant to Equality shall submit this Section 6.3 shall not be affected by Agreement and 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 Merger to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use all commercially reasonable 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 whether or not the Board of Directors of Company shall have effected a Change in Equality determines at any time after the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit date hereof that this Agreement to Company’s and the Merger are no longer advisable and recommends that the shareholders without the recommendation of Equality reject this Agreement, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than Agreement and the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, As soon as amended, to increase practicable after the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt date of this Agreement Agreement, Allegiant shall call and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders and shall submit to its shareholders for approval the issuance of Allegiant Common Stock in the Merger (“Purchaser Shareholders’ the "Allegiant --------- Shareholders Meeting’”"), to be held as promptly as practicable after Purchaser has obtained . If such recommendation is consistent with the SEC’s declaration of effectiveness -------------------- fiduciary duties of the Form S-4Board of Directors of Allegiant, the Board of Directors of Allegiant shall recommend to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt shareholders of Allegiant approval of such issuance of Allegiant Common Stock. Allegiant, as the owner of all of the outstanding shares of capital stock of Acquisition Corp., shall cause this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)be approved in accordance with Delaware Law.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will SB shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will SB shall take, in accordance with applicable Law and the Company Articles its articles of incorporation and the Company Regulationsbylaws, all action necessary to convene a meeting of its shareholders (“Company call, give notice of, convene, and hold SB’s Shareholders’ Meeting’”), to be held Meeting as promptly as reasonably practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated herebyprovided for in this Agreement. Company agrees SB’s board of directors shall recommend that its obligations pursuant to shareholders approve this Section 6.3 Agreement in accordance with the NCBCA and shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change include such recommendation in the Company Recommendation. Subject Joint Proxy Statement/Prospectus delivered to shareholders of SB, except to the provisions extent SB’s board of Section 6.7, Company shall, through directors has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. SB shall solicit and use its Board of Directors, recommend reasonable efforts to obtain the Requisite SB Shareholder Approval. (b) Buyer shall 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, Buyer 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 Buyer’s Shareholders’ Meeting as promptly as reasonably practicable for the purpose of considering and voting on approval and adoption of this Agreement (and the “Company Recommendation”), transactions provided for in this Agreement. Buyer’s board of directors shall recommend that its shareholders approve this Agreement in accordance with the NCBCA and shall include such recommendation in the Joint Proxy Statement/Prospectus delivered to shareholders of Buyer. Buyer shall solicit and use all commercially its reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Requisite Buyer 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 . (c) Neither SB’s board 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company directors nor any committee thereof shall shall, except as expressly permitted by this Section 7.1, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserBuyer, the Company Recommendation or take any actionSB Recommendation, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the receipt of the Requisite SB Shareholder Approval, SB’s board of directors may make an Adverse Recommendation Change if and adopt only if: (A) SB’s board of directors determines in good faith, after consultation with the SB Financial Advisor (or such other financial advisor as SB may use) and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that is a Superior Proposal; (B) SB’s board of directors determines in good faith, after consultation with SB’s outside counsel, that a failure to make such Adverse Recommendation Change would be inconsistent with SB’s board of directors’ fiduciary duties to SB and its shareholders under applicable Law; (C) SB’s board of directors provides written notice (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 third business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the three business day period referred to in this clause (C) and in clauses (D) and (E) shall be reduced to two business days following the giving of such new Notice of Recommendation Change); (D) after providing such Notice of Recommendation Change, SB shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent three business day period to make such adjustments in the terms and conditions of this Agreement as would enable SB’s board of directors to proceed without an Adverse Recommendation Change (provided, however, that Buyer shall not be required to propose any such adjustments); and (E) SB’s board of directors, following such three business day period, again determines in good faith, after consultation with outside counsel, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance that failure to take such action would be inconsistent with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law their fiduciary duties to SB and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)under applicable Law.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders Upon the terms set forth in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and shall, at its option, (i) seek to obtain the Company RegulationsRequisite Shareholder’s Approval in the form of a written resolution (the “Written Consent”) by all of the shareholders of the Company entitled to vote at a general meeting of the Company within seventy-two (72) hours after the Proxy/Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to the shareholders of the Company, all action necessary or (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall duly convene a meeting of its the shareholders (“of the Company Shareholders’ Meeting’”)for the purpose of voting solely upon the adoption of this Agreement, to be held the Transaction Documents and the Transactions, as promptly soon as reasonably practicable after Purchaser has obtained the SECProxy/Registration Statement is declared effective. The Company shall use its commercially reasonable efforts to obtain the Company Requisite Shareholder’s declaration of effectiveness Approval at such meeting of the Form S-4, shareholders of the Company and shall take all other action reasonably necessary or advisable to consider and vote upon secure the Company Requisite Shareholder’s Approval as soon as reasonably practicable after the Proxy/Registration Statement is declared effective. The directors of the Company shall recommend to the shareholders of the Company the approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)Transactions. (b) Upon the terms set forth in this Agreement, PubCo shall seek to obtain the PubCo Shareholder’s Approval in the form of a written resolution of the sole shareholder of PubCo prior to the Company Merger Effective Time and PubCo shall take all other action reasonably necessary or advisable to secure the PubCo Shareholder’s Approval. The Board directors of Directors of Purchaser has resolved to PubCo shall recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles the sole shareholder of incorporation, as amended, to increase PubCo the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt approval of this Agreement and the transactions contemplated hereby, including Transactions. (c) Upon the issuance of shares of Purchaser Common Shares as Merger Consideration terms set forth in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including PubCo shall, as the issuance sole shareholder of shares Company Merger Sub, approve and authorize the Plan of Purchaser Common Shares as Company Merger, the Company Merger Consideration, Filing Documents and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals consummation of the Transactions (the “Purchaser Shareholder ApprovalsCompany Merger Sub Shareholder's Approval”)) prior to the Company Merger Effective Time and each of PubCo and Company Merger Sub shall take all other action reasonably necessary or advisable to cause the Company Merger Filing Documents to be filed with the Registrar of Companies of the Cayman Islands on the Closing Date.

Shareholder Approvals. (a) The Board GSB agrees to take, in accordance with applicable law and the GSB Certificate and the GSB Bylaws, all action necessary to convene a meeting of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by GSB's shareholders for consummation of the Merger (the "GSB Meeting"), as promptly as practicable after the Registration Statement is declared effective. The GSB Board has unanimously approved and will recommend that the GSB shareholders approve the Agreement and the transactions contemplated hereby; provided, that the GSB Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the GSB Board has received and recommended (or submitted to shareholders) a Superior Proposal in accordance with Sections 6.06 and 8.01(h) and determined in good faith, after consultation with outside counsel and financial advisers, that failure to pursue such Superior Proposal would be more likely than not to result in a violation of its shareholders in order fiduciary duties under applicable law. (b) Parkway agrees to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law law and the Company Articles Parkway Certificate and the Company RegulationsParkway Bylaws, all action necessary to convene a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Parkway's shareholders for consummation of the Merger (“Company Shareholders’ the "Parkway Meeting’”"), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness Registration Statement is declared effective and to use its reasonable best efforts to obtain shareholder approval of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. Company agrees The Parkway Board has unanimously approved and will recommend that its obligations pursuant to this Section 6.3 shall not be affected by Parkway's shareholders approve 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 all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby; provided, including that the issuance Parkway Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if there has been a Material Adverse Effect with respect to GSB and the Parkway Board has determined in good faith, after consultation with outside counsel, that, as a result of shares such Material Adverse Effect, the making of Purchaser Common Shares as Merger Consideration such recommendation, or the failure to withdraw, modify or change such recommendation, would be more likely than not to result in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting violation of its shareholders fiduciary duties under applicable law. (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider c) GSB and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and Parkway shall use all commercially their reasonable best efforts to obtain from its shareholders hold their respective shareholder meetings on the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)same day.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, shall take all action necessary in accordance with applicable Law the BVI Act and the Company Memorandum and Articles of Association to duly call, give notice of, convene and the Company Regulations, all action necessary to convene hold (i) a meeting of all its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as reasonably practicable after Purchaser has obtained following the SEC’s declaration of effectiveness mailing of the Form S-4Proxy Statement for the purpose of obtaining the Company Required Shareholder Approval, to consider (ii) a separate class meeting of the holders of Company Ordinary Shares excluding the Significant Shareholder as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Ordinary Shareholder Approval (the “Ordinary Class Meeting” and vote upon approval (i) and adoption (ii) collectively, the “Company Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement and (iii) a separate class meeting of the holders of the Convertible Preference Shares as promptly as reasonably practicable following the date of this Agreement and for the transactions contemplated hereby. Company agrees purpose of obtaining the Preferred Shareholder Approval (provided that its obligations pursuant to this Section 6.3 such meeting described in clause (iii) shall not be affected required if the Preferred Shareholder Approval is provided by unanimous written consent of the commencement, public proposal, public disclosure or communication to Company holders of any Acquisition Proposal or Change in the Company RecommendationConvertible Preference Shares). Subject to Section 6.3, the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement Agreement, the Merger, the Plan of Merger, the Articles of Merger and the other transactions contemplated hereby and thereby (the “Company Recommendation”). Subject to Section 6.3, and the Company shall use all commercially reasonable efforts to obtain solicit from its shareholders the requisite affirmative vote proxies 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 be exercised 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 favor 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt approval of this Agreement and the transactions contemplated hereby, including the issuance Merger. For purposes of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (the “Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained Company Ordinary Shareholder Approval” means the SEC’s declaration of effectiveness approval of the Form S-4Agreement, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement Plan of Merger and the transactions contemplated herebythereby, including the issuance Merger, with the affirmative vote of shares in excess of Purchaser Common 50 percent of the votes of the Company Ordinary Shares entitled to vote thereon which were present at the Ordinary Class Meeting and which were voted and not abstained, excluding the votes of any Company Ordinary Shares owned by Significant Shareholder and any Convertible Preference Shares owned by Significant Shareholder entitled to vote with the Company Ordinary Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)single class.

Shareholder Approvals. (a) The Board of Directors of Company has resolved Subject to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligationSection 1.7(a) herein, Company will take, in accordance with applicable Law and the Company Articles and shall call the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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 voting upon the Articles Amendment, the Acquisition Merger and related matters, as referred to in Section 1.7(a) hereof, as soon as practicable, but in no event later than sixty (60) days after the Registration Statement becomes effective under the 1933 Act, provided that Company shall receive an opinion dated within five (5) days of mailing the Prospectus/Proxy Statement that the Merger is fair to Company shareholders from a financial point of view. In connection with such meeting, 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the Merger, except as the fiduciary duties of the Company's Board of Directors may otherwise require. The Company shall use its best efforts to solicit from its shareholders proxies in favor of approval and adoption to take all other action necessary or helpful to secure a vote of the holders of the shares of Company common stock in favor of the Articles Amendment and the Merger, except as the fiduciary duties of the Boards of Directors may otherwise require. Immediately following receipt of approval of the Articles Amendment by the Company's shareholders, the Company shall take all other actions necessary to effectuate such amendment, including filing articles of amendment with the proper authorities of the State of Kansas. (b) Notwithstanding the foregoing at Section 4.4(a), the Board of Directors of the Company, to the extent required by its fiduciary obligations under applicable law, as determined in good faith by the Board of Directors based on the advice of independent counsel, may (subject to the following sentences) withdraw or modify its approval or recommendation of this Agreement or the Merger or approve or recommend any superior proposal (as defined below), or enter into an agreement with respect to such superior proposal, in each case at any time after the second business day following Commercial's receipt of written notice (in addition to the notice specified in Section 4.3 herein) advising Commercial that the Board of Directors of the Company has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the transactions contemplated by person making such superior proposal (it being understood that any amendment to a superior proposal shall necessitate an additional two business day period). For purposes of this Agreement, including "superior proposal" means any bona fide takeover proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the issuance of shares of Purchaser Common Shares as Company common stock then outstanding or all or substantially all the assets of the Company and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment (based on the advice of its financial advisor) to be more favorable to the Company's stockholders than the Merger Considerationand for which financing, to the extent required, is then committed or which, in the good faith judgment of such Board of Directors, is reasonably capable of being financed by such third party. (c) Nothing contained in Sections 4.3 or 4.4 shall prohibit the Company from taking and shall use all commercially reasonable efforts disclosing to obtain its stockholders a position contemplated by Rule 14e-2(a) promulgated under the 1934 Act or from its shareholders making any disclosure to the requisite affirmative vote for such approvals (Company's stockholders if, in the “Purchaser Shareholder Approvals”)good faith judgment of the Board of Directors of the Company based on the recommendation of independent counsel, failure to do so would be inconsistent with applicable laws.

Shareholder Approvals. (a) The Signature Bank shall submit to its shareholders this Agreement and any other matters required to be approved by shareholders in order to carry out the intentions of this Agreement, including as required under Section 7-1-531 of the FICG. In furtherance of that obligation, Signature Bank 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 Signature Bank Shareholders’ Meeting as promptly as reasonably practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. Signature Bank’s Board of Directors of Company has resolved to shall recommend to Company’s that its shareholders that they adopt and approve this Agreement and will the transaction provided for in this Agreement in accordance with Section 7-1-531(a)(2)(B) of the FICG (the “Signature Bank Recommendation”) and shall include such recommendation in the Joint Proxy Statement/Prospectus delivered to shareholders of Signature Bank, except to the extent Signature Bank’s Board has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. Subject to Sections 7.1(b) and (c) and 7.3, Signature Bank shall solicit and use its reasonable efforts to obtain the Requisite Signature Bank Shareholder Vote. (b) Neither Signature Bank’s Board nor any committee thereof shall, except as expressly permitted by this Section 7.1, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the Signature Bank Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the receipt of the Requisite Signature Bank Shareholder Vote, Signature Bank’s Board may make an Adverse Recommendation Change if and only if: (i) Signature Bank’s Board determines in good faith, after consultation with the Signature Bank Financial Advisor and outside legal counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that constitutes or is likely to result in a Superior Proposal; (ii) Signature Bank’s Board determines in good faith, after consultation with Signature Bank’s outside legal counsel, that a failure to accept such Superior Proposal would be inconsistent with its fiduciary duties to Signature Bank and its shareholders under applicable Law; (iii) Signature Bank’s Board provides written notice (a “Notice of Recommendation Change”) to Parent of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the third business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the three business day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to two business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, Signature Bank shall negotiate in good faith with Parent (if requested by Parent) and provide Parent reasonable opportunity during the subsequent three business day period to make such adjustments in the terms and conditions of this Agreement as would enable Signature Bank’s Board to proceed without an Adverse Recommendation Change (provided, however, that Parent and First Community Bank shall not be required to propose any such adjustments); and (v) Signature Bank’s Board, following such three business day period, again determines in good faith, after consultation with the Signature Bank Financial Advisor and outside legal counsel, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would be inconsistent with their fiduciary duties to Signature Bank and its shareholders under applicable Law. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the FICG or GBCC as determined by Signature Bank after consultation with Signature Bank’s outside legal counsel, Signature Bank shall submit this Agreement to its shareholders at Signature Bank’s Shareholders’ Meeting even if Signature Bank’s Board has made an Adverse Recommendation Change, in which case Signature Bank’s Board may communicate the Adverse Recommendation Change and the basis for it to the shareholders of Signature Bank in the Joint Proxy Statement/Prospectus or any appropriate amendment or supplement thereto. (c) Parent shall 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, including the issuance of the Aggregate Merger Consideration. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant to this Section 6.3 Parent 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 all commercially reasonable 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documentsarticles of incorporation and bylaws, all action necessary to convene a meeting call, give notice of, convene, and hold the Parent Shareholders’ Meeting as soon as reasonably practicable. The Board of Directors of the Parent shall recommend that its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the issuance of the Aggregate Merger Consideration in accordance with the requirements under the SCBCA and the rules and regulations of The Nasdaq Stock Market and shall include such recommendations in the Joint Proxy Statement/Prospectus. Parent shall solicit and use its reasonable best efforts to obtain the Requisite Parent Shareholder Vote. Parent, as the sole shareholder of First Community Bank, shall approve this Agreement and the consummation of the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration andMerger, if so desired, other matters of by the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Requisite First Community Bank Shareholder Approvals”)Vote.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out As promptly as practicable following the intentions date of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and shall call the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. 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 all commercially reasonable 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 Approvals for each of the Form S-4; provided, however, that if Proposals and shall use its commercially reasonable best efforts to cause such Shareholders’ Meeting to occur as promptly as reasonably practicable. The Proxy Statement shall include the Company Board Recommendation and the Board of Directors of Company (and all applicable committees thereof) shall have effected a Change in use its commercially reasonable best efforts to obtain from 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, Shareholder Approvals for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)Proposals. (b) Each director and executive officer of the Company and the Bank shall have delivered, upon the execution hereof, a binding agreement in the form of Schedule VI to vote all their respective shares of Common Stock in favor of the Proposals. (c) Each Investor shall vote (or cause to be voted) all of its shares of Common Stock it beneficially owns, as of the date hereof or hereafter acquired, in favor of each of the Proposals, and hereby grants the Company an irrevocable proxy, coupled with an interest, to vote all of such shares in favor of the Proposals. Notwithstanding anything in this Agreement to the contrary, such Investor acknowledges and agrees that this Section 6.04(c) shall include all of such Investor’s shares of Common Stock (whether currently beneficially owned or hereafter acquired) and shall be binding upon any person to which the legal or beneficial ownership of such shares shall pass, whether by operation of law or otherwise, including such Investor’s successors or assigns. The Board proxy granted by this Section 6.04(c) shall be governed by the Florida Business Corporation Act. The obligations set forth in this Section 6.04(c) shall terminate upon the earlier of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles receipt, by the Company, of incorporationall of the Shareholder Approvals, as amended, or (ii) the date upon which this Agreement is terminated pursuant to increase Article VIII. (d) If on the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares date for which the Shareholders’ Meeting is scheduled (the “Articles AmendmentOriginal Meeting Date”), and (ii) the Company has not received proxies representing a sufficient number of votes to approve and adopt of this Agreement the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company, and the transactions contemplated herebyCompany shall have the right, to postpone or adjourn the Shareholders’ Meeting to a date that shall not be more than 45 days after the Original Date. If the Company continues not to receive proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company to, and the Company may, make one or more successive postponements or adjournments of the Shareholders’ Meeting as long as the date of the Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this Section 6.04(d). If the Shareholders’ Meeting is adjourned or postponed as a result of Applicable Law, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligationsneed to disseminate to Company shareholders any amendments or supplements to the Proxy Statement, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to any days resulting from such adjournment or postponement shall not be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness included for purposes of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters calculations of the type customarily brought before an annual or special meeting number of shareholders days pursuant to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)subsection.

Shareholder Approvals. (a) The Board Company agrees to take, in accordance with applicable law, the rules of Directors the Financial Industry Regulatory Authority, Inc., the Articles of Organization of Company has resolved and the Bylaws of Company, all action necessary to recommend to Company’s shareholders that they approve this Agreement and will submit 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 its Company’s shareholders in order to carry out the intentions permit consummation of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement and the transactions contemplated herebyhereby (including any adjournment or postponement, the “Company Meeting”) and, subject to Section 5.09, shall take all lawful action to solicit such approval by such shareholders. Company agrees 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 all commercially reasonable efforts to obtain from its convene the Company Meeting within forty-five (45) days following the time when the Registration Statement becomes effective. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the requisite affirmative vote Company Meeting. The Board of Directors of Company shall at all times prior to approve and during the Company Meeting recommend approval of this Agreement by the shareholders of Company and 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, except as and to the extent expressly permitted by Section 5.09 (the a “Company Shareholder ApprovalChange in Recommendation”), 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 for their consideration 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 obligation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that failure to do so long as Purchaser has obtained the SEC’s declaration of effectiveness would result in a breach of the Form S-4; provided, however, that if the U.S. federal securities laws or fiduciary duties of Company’s Board of Directors of Directors. 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto keep Buyer updated with respect to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided proxy solicitation results in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent connection with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)Meeting as reasonably required by Buyer. (b) The Board of Directors of Purchaser has resolved Buyer agrees to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law law, the rules of the Financial Industry Regulatory Authority, Inc., the Articles of Organization of Buyer and its governing documentsthe Bylaws of Buyer, all action necessary to convene a special meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including approval of the issuance of shares of Purchaser Buyer Common Shares Stock in the Merger as Merger Consideration and, if so desired, contemplated by the Agreement and any other matters required to be approved by Buyer’s shareholders in order to permit consummation of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreementhereby (including any adjournment or postponement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, “Buyer Meeting”) and shall take all lawful action to solicit such approval by such shareholders. Buyer agrees to use all commercially reasonable efforts to obtain from its convene the Buyer Meeting within forty-five (45) days following the time when the Registration Statement becomes effective. The Board of Directors of Buyer shall at all times prior to and during the Buyer Meeting recommend approval of this Agreement by the shareholders the requisite affirmative vote for of Buyer and shall not withhold, withdraw, amend or modify such approvals (the “Purchaser Shareholder Approvals”).recommendation in any manner adverse to Company or take any other action or make any other public statement inconsistent with such

Shareholder Approvals. (a) The Board Each of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement Republic and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene Citizens shall call a meeting of its shareholders (“Company the "Republic Shareholders’ ' Meeting’”), " and the "Citizens Shareholders' Meeting," as applicable) to be held as promptly soon as reasonably practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of obtaining the Form S-4, to consider and vote upon approval and adoption of requisite shareholder approvals required in connection with this Agreement and the transactions contemplated herebyMerger, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. 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 The Board of Directors, recommend Directors of each of Republic and Citizens shall use its reasonable best efforts to obtain from its respective shareholders the shareholder vote in favor of the approval and adoption of this Agreement (or the “Company Recommendation”)Stock Issuance, respectively, required to consummate the transactions contemplated by this Agreement. Each of Republic and shall use all commercially reasonable efforts Citizens agree that they have an unqualified obligation 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 their respective shareholders without at their respective shareholder meetings. Notwithstanding anything to the recommendation of contrary contained in this Agreement, in which event Republic or Citizens shall adjourn or postpone the Board of Directors of Company Republic Shareholders' Meeting or Citizens Shareholders' Meeting, as the case may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto be, to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take necessary to ensure that any action under this sentence unless it has complied with the provisions of Section 6.7. In addition necessary supplement or amendment to the foregoing, except as Joint Proxy Statement is provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modifytheir respective shareholders, in advance of a manner adverse to Purchaservote on, in the case of Citizens, the Company Recommendation or take any actionStock Issuance and, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board case of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporationRepublic, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this AgreementMerger, including or, if, as of the issuance of time for which the Citizens Shareholders' Meeting or the Republic Shareholders' Meeting, as the case may be, is originally scheduled, there are insufficient shares of Purchaser Citizens Common Shares Stock or Republic Common Stock, as Merger Considerationthe case may be, and shall use all commercially represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if in the reasonable efforts good faith determination of either Citizens or Republic additional time is needed to solicit an affirmative shareholder vote by the Citizens shareholders in order to obtain from its the approval of the Stock Issuance, or the Republic shareholders in order to obtain the requisite affirmative vote for such approvals (approval and adoption of this Agreement and the “Purchaser Shareholder Approvals”)Merger, as the case may be.

Shareholder Approvals. (a) The Main Street Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve approved this Agreement and will submit the plan of merger it contains and the transactions contemplated hereby, and adopted resolutions recommending as of the date hereof to its Main Street’s shareholders approval and adoption of the plan of merger contained in this Agreement and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (b) The First Busey Board approved this Agreement and the plan of merger it contains and the transactions contemplated hereby, and adopted resolutions recommending as of the date hereof to First Busey’s shareholders the approval and adoption of the plan of merger contained in this Agreement, the issuance of shares of First Busey Common Stock necessary to effect the Merger and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (c) The First Busey Board and Main Street Board each will submit to its shareholders all matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company First Busey and Main Street each will take, in accordance with applicable Law law and the Company Articles and the Company Regulationsits respective Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “Company Shareholders’ First Busey Meeting’”” and the “Main Street Meeting,” respectively), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4practicable, to consider and vote upon such matters. The First Busey Board and Main Street Board each will use all reasonable best efforts to obtain from their respective shareholders a vote approving the transactions contemplated by this Agreement, including a recommendation that its respective shareholders vote in favor of the approval and adoption of this Agreement and the transactions contemplated herebyplan of merger contained herein and, in the case of First Busey, approval of the issuance of the First Busey Common Stock required for consummation of the Merger. Company agrees that its obligations pursuant to However, if either of the First Busey Board or the Main Street Board, after consultation with outside counsel, determines in good faith that, because of the receipt after the date of this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company Agreement of any an Acquisition Proposal that either of the First Busey Board or Change the Main Street Board, as applicable, concludes in good faith constitutes a Superior Proposal, it would result in a violation of its respective fiduciary duties under applicable law to continue to recommend the Company Recommendation. Subject plan of merger set forth in this Agreement, then in submitting the plan of merger to the provisions applicable First Busey Meeting or Main Street Meeting, such board may submit the plan of Section 6.7, Company shall, through its Board of Directors, recommend merger to its shareholders without recommendation (although the approval and adoption of resolutions adopting this Agreement (the “Company Recommendation”), and shall use all commercially reasonable 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; provideddate hereof, howeverdescribed in Section 6.02, 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 Agreementmay not be rescinded or amended), in which event the First Busey Board of Directors of Company or Main Street Board, as applicable, may communicate the basis for its lack of a recommendation to Company’s the shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Lawlaw; provided that, for the avoidance of doubt, Company that no party may not take any action actions under this sentence unless it has complied with until after giving the provisions of Section 6.7. In addition other party at First Busey 5 business days to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend respond to its shareholders or submit to the vote of its shareholders any such Acquisition Proposal (and after giving the other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any party notice of the foregoing being a “Change latest material terms, conditions and third party in the Company Recommendation”). (bAcquisition Proposal) The Board of Directors of Purchaser has resolved and then taking into account any amendment or modification to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and proposed by the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)party.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and Seller will submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company Seller will take, in accordance with applicable Law law and the Company Articles its articles of incorporation and the Company Regulationsbylaws, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”)call, to be held give notice of, convene, and hold the Seller Shareholder Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated hereby. 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 provided for 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 all commercially reasonable 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, in which event . (b) Neither the Board board of Directors directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company Seller nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserBuyer, the Company Recommendation approval or take any action, recommendation of such board of directors or make any public statement, filing or release inconsistent with the Company Recommendation (any such committee of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporationMerger or this Agreement, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Seller to enter into any letter of intent, agreement in principle, acquisition agreement, or other document, instrument, or agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to the adoption of this Agreement by the holders of Seller Common Stock, the board of directors of Seller determines in good faith that it has received a Superior Proposal and, after receipt of a written opinion from outside counsel, that the failure to accept the Superior Proposal would result in the board of directors of Seller breaching its fiduciary duties to Seller shareholders under applicable Law, the board of directors of Seller may (subject to this and adopt the following sentences) inform Seller shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this Section) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene Merger) (a meeting of its shareholders (“Purchaser Shareholders’ Meeting’Subsequent Determination”), but only at a time that is after the fifth business day following Buyer’s receipt of written notice advising Buyer that the board of directors of Seller has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to be held as promptly as practicable after Purchaser has obtained make a Subsequent Determination. After providing such notice, Seller shall provide Buyer reasonable opportunity during this five business day period to make such adjustments in the SEC’s declaration terms and conditions of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders would enable Seller to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through proceed with its Board of Directors, recommend recommendation to its shareholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the approval and adoption discretion of the Articles Amendment and Parties at the approval and adoption time. Notwithstanding any other provision of this Agreement and the transactions contemplated by this Agreement, including except to the issuance of shares of Purchaser Common Shares as Merger Considerationextent prohibited by the SCBCA determined by Seller after consultation with Seller’s counsel, and Seller shall use all commercially reasonable efforts submit this Agreement to obtain from its shareholders at its Shareholders’ Meeting even if the requisite affirmative vote board of directors of Seller determines at any time after the date hereof that it is no longer advisable or recommends that Seller shareholders reject it, in which case the board of directors of Seller may communicate the basis for such approvals (its lack of recommendation to the “Purchaser Shareholder Approvals”)shareholders in the Proxy Statement/Prospectus or any appropriate amendment or supplement thereto.

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve Upon the terms set forth in this Agreement and will submit the Shareholder Support Agreement, the Companies shall obtain the Selling Shareholder’s Approval in the form of a written resolution within seventy-two (72) hours after the Proxy/Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to its shareholders the Selling Shareholder. The directors of the Companies have recommended to the Selling Shareholder the approval of this Agreement and any other matters the Transactions. (b) Upon the terms set forth in this Agreement, if the MKA Shareholders’ Approval (as defined below) is required to be approved by its shareholders in order to carry out consummate the intentions of Transactions pursuant to the relevant Organizational Documents, applicable Law or this Agreement. In furtherance , the Companies shall (i) seek to obtain the approval of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Regulations, all action necessary to convene a meeting of its Selling Shareholder’s shareholders (the “Company MKA Shareholders’ Meeting’Approval”), to be held ) as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of Proxy/Registration Statement is declared effective under the Form S-4, to consider Securities Act and vote upon approval and adoption of this Agreement and the transactions contemplated hereby. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure delivered or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject otherwise made available 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 all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Selling 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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) use its reasonable best efforts to obtain the MKA Shareholders’ Approval and shall take all other action reasonably necessary or advisable to secure the MKA Shareholders’ Approval as soon as reasonably practicable after the Proxy/Registration Statement is declared effective. (c) Prior to the Closing Date, Lancster BVI shall, as the sole shareholder of Merger Sub, approve and adopt authorize this Agreement, the Plan of this Agreement Merger and the transactions contemplated herebyother Transaction Documents and the consummation of the Merger and the other Transactions (the “Merger Sub Shareholder’s Approval”) and prior to the Effective Time each of Lancaster BVI and Merger Sub shall take all other action reasonably necessary or advisable to cause the documents, including the issuance of shares of Purchaser Common Shares as Merger Consideration may be required in accordance with this Agreement. In furtherance the applicable provisions of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary the Cayman Act or to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), make the Merger effective to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration filed by SPAC with Registrar of effectiveness Companies of the Form S-4, to consider and vote upon proposals to approve Cayman Islands on the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Closing Date.

Shareholder Approvals. (a) The Board of Directors of Company has resolved agrees to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, take in accordance with applicable Law law and the Company Articles and the Company Regulations, its Governing Documents all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4practicable, to consider and vote upon the adoption and approval and of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the adoption of this Agreement Plan, and the transactions contemplated hereby. 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 board of any Acquisition Proposal or Change in directors of the Company Recommendation. Subject shall recommend to the provisions shareholders of Section 6.7, the Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (Plan and the “Company Recommendation”)other matters required to be approved or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning board of directors of the Company Shareholders’ Meeting may withdraw, modify, condition or refuse to recommend the adoption of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan if there are insufficient votes to approve this Agreement to allow additional time to attain the board of directors of the Company Shareholder Approvaldetermines, in good faith after consultation with its outside financial and legal advisors, that the failure to take such action would breach its fiduciary obligations under applicable law. Notwithstanding any Change in the Company Recommendationforegoing, this Agreement Plan and such other matters shall be submitted to the shareholders of the Company at the Company Shareholders’ Meeting for the purpose of obtaining approving the Company Shareholder Approval Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; obligation, provided, however, that if the Board board of Directors directors of the Company shall have effected a Change withdrawn, modified, conditioned or refused to recommend the adoption of this Plan and such other matters in accordance with the terms of this Plan, then in submitting this Plan to the Company’s shareholders, the board of directors of the Company Recommendation permitted hereunder, then the Board of Directors of Company shall may submit this Agreement Plan to the Company’s shareholders without recommendation (although the recommendation resolutions adopting this Plan as of this Agreementthe date hereof may not be rescinded or amended), in which event the Board board of Directors directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement (as defined in Section 5.3(a)) or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”)law. (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve and adopt of this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will take, in accordance with applicable Law and its governing documents, all action necessary to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration and, if so desired, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment and the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”).

Shareholder Approvals. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will Seller shall 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 order to obtain the Requisite Seller Shareholder Approvals. Seller shall use its reasonable best efforts to (i) deliver a Consent Notice and form of written consent to each shareholder of Seller for the Requisite Seller Shareholder Approvals in accordance with applicable Law and Seller’s Articles of Incorporation and Bylaws, and (ii) obtain the Requisite Seller Shareholder Approvals within 15 Business Days of the date of this Agreement. In furtherance of the event that obligationthe Requisite Seller Shareholder Approvals are not obtained by written consent within such period, Company will and Buyer does not elect to terminate this Agreement pursuant to Section 9.1(h), Seller shall take, in accordance with applicable Law and the Company its Articles of Incorporation and the Company RegulationsBylaws, all action necessary to convene a meeting of its shareholders (“Company call, give notice of, convene, and hold the Seller’s Shareholders’ Meeting’”), to be held Meeting as promptly as practicable after Purchaser has obtained for the SEC’s declaration purpose of effectiveness of the Form S-4, to consider considering and vote upon voting on approval and adoption of this Agreement and the transactions contemplated herebyprovided for in this Agreement. Company agrees Seller’s Board shall recommend 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 approve this Agreement in accordance with the IBCA (the “Company Seller Recommendation”), ) and shall include such recommendation in the Proxy Statement, except to the extent Seller’s Board has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. Seller shall solicit and use all commercially its reasonable efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement Requisite Seller Shareholder Approvals. (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 SECb) Neither Seller’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, in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall shall, except as expressly permitted by this Section, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to PurchaserBuyer, the Company Recommendation or take any actionSeller Recommendation, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being a “Change in the Company Recommendation”). (b) The Board of Directors of Purchaser has resolved to recommend to Purchaser’s shareholders that they approve proposals to (i) amend Purchaser’s articles of incorporation, as amended, to increase the authorized capital stock of Purchaser to consist of 75,000,000 Purchaser Common Shares (“Articles Amendment”), and (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the Requisite Seller Shareholder Approvals, Seller’s Board may make an Adverse Recommendation Change if and adopt only if: (i) Seller’s Board determines in good faith, after consultation with outside counsel, and the Seller Financial Advisor, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that is a Superior Proposal; (ii) Seller’s Board determines in good faith, after consultation with Seller’s outside counsel, and the Seller Financial Advisor, that a failure to accept such Superior Proposal would result in Seller’s Board breaching its fiduciary duties to Seller and its shareholders under applicable Law; (iii) Seller’s Board provides written notice (a “Notice of Recommendation Change”) to Buyer of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change by the fifth Business Day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five Business Day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to three Business Days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, Seller shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent five Business Day period to make such adjustments in the terms and conditions of this Agreement as would enable Seller’s Board to proceed without an Adverse Recommendation Change (provided, however, that Buyer shall not be required to propose any such adjustments); and (v) Seller’s Board, following such five Business Day period, again determines in good faith, after consultation with outside counsel, and the transactions contemplated herebySeller Financial Advisor, including the issuance that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to Seller and its shareholders under applicable Law. Notwithstanding any other provision of shares of Purchaser Common Shares as Merger Consideration in accordance with this Agreement. In furtherance of these obligations, Purchaser will takeexcept to the extent prohibited by the IBCA as determined by Seller after consultation with Seller’s outside counsel, in accordance with applicable Law and its governing documents, all action necessary Seller shall submit this Agreement to convene a meeting of its shareholders (“Purchaser Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon proposals to approve the Articles Amendment and to approve and adopt this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as Merger Consideration act by written consent and, if so desirednecessary, other matters of at the type customarily brought before Seller’s Shareholders’ Meeting even if Seller’s Board has made an annual or special meeting of shareholders to approve a merger agreement or Adverse Recommendation Change, in which case Seller’s Board may communicate the issuance of shares contemplated thereby. Purchaser shall, through its Board of Directors, recommend to its shareholders the approval and adoption of the Articles Amendment Adverse Recommendation Change and the approval and adoption basis for it to the shareholders of this Agreement and Seller in the transactions contemplated by this Agreement, including the issuance of shares of Purchaser Common Shares as Merger Consideration, and shall use all commercially reasonable efforts to obtain from its shareholders the requisite affirmative vote for such approvals (the “Purchaser Shareholder Approvals”)Proxy Statement or any appropriate amendment or supplement thereto.