Common use of Taking of Necessary Action Clause in Contracts

Taking of Necessary Action. 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt or Tehama advisable for the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. 5.3.1 Subject (a) Sound Federal Bancorp and PFC shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the terms and conditions preparation of the documents referred to in Section 5.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, (A) obtaining the delivery consent or approval of any certificate each individual, partnership, corporation, association or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt business or Tehama advisable professional entity whose consent or approval is required or desirable for the consummation of the transactions contemplated by this Agreementhereby (including assignment of leases without any change in terms), provided that neither PFC nor any PFC Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Sound Federal Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. Without limiting the foregoingNo party hereto shall take, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreementcause, or to vest the Surviving Corporation with full title best of its ability permit to all propertiesbe taken, assets, rights, approvals, immunities and franchises any action that would substantially impair the prospects of Tehama, completing the proper officers Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Sound Federal Bancorp or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in PFC from exercising its rights under this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Option Agreement. 5.3.2 The obligations (b) PFC shall prepare, subject to the review, and consent of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue Sound Federal Bancorp with respect to matters relating to Sound Federal Bancorp, a Proxy Statement to be in full force filed by PFC with the SEC and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages mailed to the other party as provided for shareholders of PFC in Section 8.5 connection with the meetings of this Agreementits shareholders and transactions contemplated hereby, neither Humboldt, Tehama or their respective directors or officers which Proxy statement shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts conform to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").all applicable legal

Taking of Necessary Action. 5.3.1 Subject (a) PSB and JADE shall each use its best efforts in good faith, and PSB and JADE shall each cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the terms and conditions preparation of the documents referred to in Section 4.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action and promptly necessary or desirable on its part using its best efforts so as to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and permit completion of the Merger Agreement, including, without limitation, (A) obtaining the delivery consent or approval of any certificate each individual, partnership, corporation, association or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt business or Tehama advisable professional entity whose consent or approval is required or desirable for the consummation of the transactions contemplated by this Agreementhereby (including assignment of leases without any change in terms), provided that neither JADE nor PSB or its Subsidiaries shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of the other party, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. Without limiting the foregoingNo party hereto shall take, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreementcause, or to vest the Surviving Corporation with full title best of its ability permit to all propertiesbe taken, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit that would substantially impair the prospects of completing the Merger pursuant to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama ; provided that nothing herein contained shall preclude PSB or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to JADE from exercising its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind rights under this Agreement. 5.3.3 Tehama (b) JADE and PSB shall use jointly prepare the Registration Statement to be mailed to Jade shareholders in connection with the meeting of its best efforts shareholders and transactions contemplated hereby, and to cause each directorbe filed by PSB with the SEC, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) which Registration Statement shall conform in all material respects to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements")all applicable legal requirements.

Taking of Necessary Action. 5.3.1 Subject (a) Baltimore County Bank, BCSB, WHG and Heritage Bank shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the terms and conditions preparation of the documents referred to in Section 5.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, (A) obtaining the delivery consent or approval of any certificate each individual, partnership, corporation, association or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt business or Tehama advisable professional entity whose consent or approval is required or desirable for the consummation of the transactions contemplated by this Agreementhereby (including assignment of leases without any change in terms), provided that neither WHG nor any WHG Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Baltimore County Bank, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. Without limiting No party hereto shall take, or cause, or to the foregoingbest of its ability permit to be taken, Humboldt shall take all actions necessary to execute and file any action that would substantially impair the prospects of completing the Merger Agreement and pursuant to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, except for the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises exercise of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind rights under this Agreement. 5.3.3 Tehama (b) WHG shall prepare, subject to the review, and consent of BCSB with respect to matters relating to Baltimore County Bank and BCSB, a Proxy Statement to be mailed to the shareholders of WHG in connection with the meetings of its shareholders and transactions contemplated hereby, which Proxy statement shall conform to all applicable legal requirements. The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. WHG shall, as promptly as practicable following the preparation thereof, file the Proxy Statement with the SEC, and WHG shall use its best all reasonable efforts to cause each directorhave the Proxy Statement mailed to stockholders as promptly as practicable after such filing. WHG will promptly advise BCSB of the time when the Proxy Statement has been filed and mailed, executive officer and other Person who is an "Affiliate" or of Tehama (any comments from the SEC or any request by the SEC for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements")additional information.

Taking of Necessary Action. 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties (a) Each party hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, agrees to use all its reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, subject to the terms and conditions hereof, including (i) all actions and things necessary to cause all conditions precedent to its obligations set forth in ARTICLE 6 to be satisfied, (ii) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and the Merger Agreement, including, without limitation(collectively, the delivery "REQUIRED APPROVALS") and (iii) taking all reasonable steps as may be necessary to obtain all such Required Approvals. In furtherance and not in limitation of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt each of the Company, Parent and Tehama will use their reasonable efforts Merger Sub agrees that if required they shall to obtain the extent necessary (i) make, as promptly as practicable, (A) if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and (B) all consents of other necessary filings with other governmental entities relating to the Merger and the other transactions contemplated by this Agreement, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such governmental entities or third parties and Government Entities necessary or, in to use reasonable best efforts to cause the reasonable opinion expiration or termination of Humboldt the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or Tehama advisable for from such governmental entities as soon as practicable and (ii) not to extend any waiting period under the consummation of HSR Act into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Without limiting Each of the foregoingCompany, Humboldt Parent and Merger Sub shall, in connection with the efforts referenced in this Section 5.1 to obtain all Required Approvals, use its reasonable commercial efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) subject to applicable law, permit the other party to review in advance any proposed written communication between it and any governmental entity or any third party with respect to obtaining the Required Approvals, (iii) promptly inform each other of (and, at the other party's reasonable request, supply to such other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other governmental entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iv) consult with each other in advance to the extent practicable of any meeting or conference with the DOJ, the FTC or any other governmental entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the DOJ, the FTC or such other applicable governmental entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (b) As promptly as practicable after the date hereof, the Company shall take all actions necessary to execute prepare and file with the SEC a preliminary proxy statement by which the shareholders of the Company will be asked to approve the Merger Agreement (together with all amendments and supplements thereto, the "PROXY STATEMENT"). The Company shall use its reasonable best efforts to respond to any comments or other communication of the SEC, and to effect cause the Proxy Statement to be mailed to the shareholders of the Company at the earliest practicable time. The Company will notify the Merger Sub and Parent (together, the " ACQUIRING ENTITIES") promptly of the receipt of any comments or other communication from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information and will supply the Acquiring Entities with copies of all transactions contemplated by this Agreement written correspondence and Tehama shall take advise the Acquiring Entities of all actions necessary to effect all transactions contemplated by this Agreement oral communication between it or any of its representatives, on the one hand, and the Merger AgreementSEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement, in the case of correspondence to or communications with the SEC, sufficiently in advance of such correspondence or communication to provide the Acquiring Entities with the reasonable opportunity to review and comment on such correspondence and communication. In case at The Proxy Statement shall comply in all material respects with all applicable requirements of law. Whenever any time after event occurs which is required to be set forth in an amendment or supplement to the Effective Time any further action is necessary or desirable to carry out the purposes of this AgreementProxy Statement, the Merger Agreement, Company or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or TehamaAcquiring Entities, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company such amendment or supplement in each case as reasonably in advance of such filing to provide the Acquiring Entities with the reasonable opportunity to review and comment on such filing. Subject to the provisions of clause (c) below and Section 5.4 hereof, the Proxy Statement shall include the Company Board Recommendation. (c) The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its shareholders (the "COMPANY STOCKHOLDER MEETING") to be held as promptly as practicable for the purpose of obtaining the Company Stockholder Approval and, subject to Section 5.4, shall take all lawful action to solicit the Company Stockholder Approval. The Board of Trustees of the Company shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the Parent or Merger Sub the Company Board Recommendation or (ii) take any action or make any statement in connection with the Company Stockholders Meeting inconsistent with such necessary actionrecommendation (each of (i) and (ii) collectively, a "CHANGE IN THE COMPANY BOARD RECOMMENDATION"); PROVIDED, HOWEVER, that the Board of Trustees of the Company may make a Change in the Company Board Recommendation pursuant to Section 5.4 hereof. Notwithstanding any Change in the foregoingCompany Board Recommendation, nothing in this Agreement shall be construed submitted to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided stockholders of the Company at the Company Stockholder Meeting for or required by this Agreement. 5.3.2 The obligations the purpose of Tehama or Humboldt contained in Section 6.2.5 of considering this Agreement shall continue and the Merger and, prior to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt in accordance with Section 7.1, nothing contained herein shall be deemed to relieve the Company of such obligation. (d) Parent shall vote, or Tehama and the actual payment cause to be voted, all of the liquidated damages to Shares then owned by it, Merger Sub or any of its other Subsidiaries in favor of the other party as provided for in Section 8.5 approval and adoption of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under the Merger and this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreementat the Company Stockholder Meeting. 5.3.3 Tehama shall use its best efforts to cause each director(e) The Acquiring Entities shall, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on as promptly as practicable following the date of this Agreement, prepare and file with SEC a written agreement in the form attached hereto as Exhibit 5.3 registration statement on Form S-4 (the "Affiliate Agreements").FORM S-4

Taking of Necessary Action. 5.3.1 Subject (a) Niagara Bancorp and IROQ shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the terms and conditions preparation of the documents referred to in Section 5.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action and promptly necessary on its part using its best efforts so as to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and permit completion of the Merger Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither IROQ nor any IROQ Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any certificate or other document reasonably requested by counsel to a party action that would substantially impair the prospects of completing the Merger pursuant to this Agreement. Without limiting ; provided that nothing herein contained shall preclude Niagara Bancorp or IROQ from exercising its rights under this Agreement or the foregoingStock Option Agreement. (b) IROQ shall prepare, Humboldt subject to the review and Tehama will use their reasonable efforts consent of Niagara Bancorp with respect to obtain all consents of third parties matters relating to Niagara Bancorp and Government Entities necessary or, in the reasonable opinion of Humboldt or Tehama advisable for the consummation of the transactions contemplated by this Agreement. Without limiting , a Proxy Statement to be filed by IROQ with the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement SEC and to effect all be mailed to the shareholders of IROQ in connection with the meeting of its shareholders and transactions contemplated by this Agreement and Tehama hereby, which Proxy Statement shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation with full title conform to all properties, assets, rights, approvals, immunities and franchises of Tehama, applicable legal requirements. The parties shall cooperate with each other with respect to the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction preparation of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this AgreementProxy Statement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. 5.3.1 Subject to the terms and conditions of this Agreement, each Each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to shall use all its reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt the Company and Tehama will each Investor shall use their its reasonable best efforts to make all filings and obtain all consents of third parties and Government Entities Governmental Authorities that may be necessary or, in the reasonable opinion of Humboldt or Tehama the other parties, as the case may be, advisable for the consummation of the transactions contemplated by this Agreementthe Operative Documents. Without limiting Notwithstanding anything herein to the foregoingcontrary, Humboldt shall take all actions necessary the Company, in its sole discretion, for any reason or no reason, may elect not to execute and file consummate the Merger Agreement and Acquisition, and, in connection therewith, refuse to effect all transactions contemplated by waive the mutual closing condition set forth in Section 2.3(d) of this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by thereafter terminate this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable pursuant to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any actionSection 7.10(b)(iii) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement with no liability to any Investor left unsatisfied thereby and any failure to consummate the Acquisition shall continue not give rise to any liability on the part of the Company. As promptly as practicable following the Closing Date, the Company shall file with the Securities and Exchange Commission (the “SEC”) in preliminary form an Information Statement on Schedule 14C. The Company shall use commercially reasonable efforts to promptly provide responses to the SEC with respect to all comments received on such Information Statement from the SEC, and the Company shall cause the definitive Information Statement to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by mailed promptly after the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding date the SEC staff advises that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have it has no further obligations of any kind under this Agreementcomments thereon or that the Company may commence mailing the Information Statement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's Granite, LLC’s members, or Humboldt's TBH’s and Granite, Inc.’s Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt TBH, Granite, Inc. and Tehama Granite, LLC will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt TBH, Granite, Inc. or Tehama Granite, LLC advisable for the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, Humboldt TBH shall cause Granite, Inc. to take all actions necessary to execute and file the Merger this Agreement and to effect all transactions contemplated by this Agreement and Tehama Granite, LLC shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of TehamaGranite, LLC, the proper officers or directors of Humboldt TBH or TehamaMembers of Granite, LLC, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt Granite, LLC contained in Section 6.2.5 6.2.4 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt TBH and Granite, Inc. to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board Members of Directors or officers of the defaulting party Granite, LLC which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board the Members of Directors and officers to its shareholders. Notwithstanding the foregoingGranite, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this AgreementLLC. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. 5.3.1 Subject (a) Kearny and WEST ESSEX shall each use its best efforts in good faith to (i) furnish such information as may be required in connection with the terms and conditions preparation of the documents referred to in Section 5.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any material change in terms), provided that WEST ESSEX shall not agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Kearny, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any certificate or other document reasonably requested by counsel to a party action that would substantially impair the prospects of completing the Bank Merger, the Corporate Merger, the MHC Merger and the Mid-Tier Merger pursuant to this Agreement. Without limiting ; provided that nothing herein contained shall preclude Kearny or WEST ESSEX from exercising its rights under this Agreement. (b) WEST ESSEX shall prepare, subject to the foregoing, Humboldt review of Kearny with respect to matters relating to Kearny and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt or Tehama advisable for the consummation of the transactions contemplated by this Agreement. Without limiting , the foregoing, Humboldt shall take all actions necessary Proxy Statement to execute and file be filed by WEST ESSEX Bancorp with the Merger Agreement SEC and to effect be mailed to the stockholders of WEST ESSEX Bancorp in connection with the meeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. Should it be required by Regulatory Authorities, WEST ESSEX MHC and WEST ESSEX Bank shall prepare, subject to the review and consent of Kearny with respect to matters relating to Kearny and the transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or Proxy Statement to vest be filed by WEST ESSEX MHC with the Surviving Corporation Regulatory Authorities and to be mailed to members in connection with full title a meeting of members and the transactions contemplated hereby. The parties shall cooperate with each other with respect to all properties, assets, rights, approvals, immunities and franchises the preparation of Tehama, the proper officers or directors of Humboldt or Tehamaany Proxy Statement. WEST ESSEX shall, as promptly as practicable following the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations preparation thereof and within forty-five days of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in file any Proxy Statement with the form attached hereto Regulatory Authorities, and WEST ESSEX shall use all reasonable efforts to have any Proxy Statement mailed to stockholders, and if necessary members, as Exhibit 5.3 (promptly as practicable after such filing. WEST ESSEX Bancorp and WEST ESSEX Bank will promptly advise Kearny of the "Affiliate Agreements").time when any Proxy Statement has been filed and mailed, or of any comments from any Regulatory Authority or any request by any Regulatory Authority for additional information. 37

Taking of Necessary Action. 5.3.1 Subject (a) Northwest MHC, Northwest Bancorp, Northwest Savings Bank, Equinox Financial and Equinox shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the terms and conditions Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (iii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the other transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, (A) obtaining the consent or approval of each Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that Equinox Financial and Equinox shall not agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Northwest Bancorp nor shall Equinox Financial or Equinox be required to make any payments in connection therewith, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any certificate or other document reasonably requested by counsel to a party action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Northwest Bancorp or Equinox Financial from exercising its rights under this Agreement. (b) Equinox Financial shall prepare, subject to the review and consent of Northwest Bancorp with respect to matters relating to Northwest Bancorp and the transactions contemplated by this Agreement, a Proxy Statement to be filed by Equinox Financial, if required, with the OTS or any other applicable agency and to be mailed to the stockholders of Equinox Financial in connection with the meeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. Without limiting The parties shall cooperate with each other with respect to the foregoing, Humboldt and Tehama will preparation of the Proxy Statement. Equinox Financial shall use their all reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in have the reasonable opinion of Humboldt or Tehama advisable Proxy Statement mailed to stockholders as promptly as practicable after Northwest Bancorp has received notice from the OTS that the Application to the OTS for the consummation approval of the transactions contemplated by this AgreementAgreement is substantially complete. Without limiting Equinox Financial will promptly advise Northwest Bancorp of the foregoing, Humboldt shall take all actions necessary to execute time when the Proxy Statement has been filed and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreementmailed, or of any comments from the OTS or any other applicable agency or any request by the OTS or any other applicable agency for additional information. Northwest MHC, Northwest Bancorp and Northwest Savings Bank will furnish Equinox Financial with all information concerning Northwest MHC, Northwest Bancorp and Northwest Savings Bank as is reasonably required by Equinox Financial in connection with the preparation of the Proxy Statement. The information to vest be supplied by Northwest Bancorp for inclusion in the Surviving Corporation with full title Proxy Statement will not, at the time the Proxy Statement is mailed to all propertiesEquinox Financial stockholders, assets, rights, approvals, immunities and franchises contain any untrue statement of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (a material fact or omit to take state any action) which may affect material fact necessary in order to make the Conversion Rate, except as may be specifically provided for or required by this Agreementstatements therein not misleading. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. 5.3.1 Subject (a) Bradford, Parent and Wyman Park shall each use ▇▇▇ ▇▇▇▇ ▇fforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the terms and conditions preparation of the documents referred to in Section 5.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Mergers and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, (A) obtaining the delivery consent or approval of any certificate each individual, partnership, corporation, association or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt business or Tehama advisable professional entity whose consent or approval is required or desirable for the consummation of the transactions contemplated by this Agreementhereby (including assignment of leases without any change in terms), provided that neither Parent nor any Parent Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Bradford, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. Without limiting No party hereto shall take, or cause, or to the foregoingbest of its ability permit to be taken, Humboldt shall take all actions necessary any action that would substantially impair the prospects of completing the Mergers pursuant to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, except for the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises exercise of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind rights under this Agreement. 5.3.3 Tehama (b) Parent shall prepare, subject to the review, and consent of Bradford with respect to matters relating to Bradford, a Proxy Statement to be mailed to the stockholders of Parent in connection with the meetings of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. Parent shall, as promptly as practicable following the preparation thereof, file the Proxy Statement with the SEC, and Parent shall use its best all reasonable efforts to cause each directorhave the Proxy Statement mailed to stockholders as promptly as practicable after such filing, executive officer subject to receipt by Parent of any comments from the SEC with respect to the Proxy Statement and other Person who is an "Affiliate" satisfaction thereof and subject to completion the audit of Tehama (the financial statements of Parent for purposes the year ended June 30, 2002 as set forth in Section 5.10(a)(iv). Parent will promptly advise Bradford of Rule 145 under the Securities Act) to deliver to Humboldttime when the Proxy Statement has been filed and mailed, on or of any comments from the date of this Agreement, a written agreement in SEC or any request by the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements")SEC for additional information.

Taking of Necessary Action. 5.3.1 Subject (a) Pocahontas Bancorp and NARK shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the terms preparation of the documents referred to in Section 5.03 and conditions Section 5.04 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Company Merger and promptly the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither NARK nor any NARK Subsidiary shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Pocahontas Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Company Merger and the Bank Merger pursuant to this Agreement and the Plan of Merger; provided that nothing herein contained shall preclude Pocahontas Bancorp or advisable NARK from exercising its rights under applicable laws this Agreement or the Option Agreement. (b) Pocahontas Bancorp shall prepare, subject to the review and regulations consent of NARK with respect to consummate matters relating to NARK and make effective the transactions contemplated by this Agreement Agreement, a Registration Statement on Form S-4 to be filed by Pocahontas Bancorp with the SEC which will include the Prospectus/Proxy Statement to be mailed to the shareholders of NARK in connection with the meeting of NARK's shareholders and the Merger Agreementtransactions contemplated hereby, includingwhich Registration Statement and Prospectus/Proxy Statement shall conform to all applicable legal requirements. The parties shall cooperate with each other with respect to the preparation of the Prospectus/Proxy Statement. Pocahontas Bancorp shall, without limitationas promptly as practicable following the preparation thereof, file the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting Registration Statement with the foregoing, Humboldt SEC and Tehama will NARK and Pocahontas Bancorp shall use their all reasonable efforts to obtain all consents have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Pocahontas Bancorp will advise NARK, promptly after Pocahontas Bancorp receives notice thereof, of third parties and Government Entities necessary orthe time when the Registration Statement has become effective or any supplement or amendment has been filed, in of the reasonable opinion issuance of Humboldt any stop order or Tehama advisable the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the consummation amendment or supplement of the Registration Statement or for additional information. Pocahontas Bancorp shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation Pocahontas Bancorp will provide NARK with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations many copies of such party's Board of Directors Registration Statement and officers to its shareholders. Notwithstanding all amendments thereto promptly upon the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party filing thereof as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this AgreementNARK may reasonably request. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. 5.3.1 Subject (a) Oneida Financial and VBC shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the terms and conditions Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (iii) take or cause to be taken all action and promptly necessary on its part using its best efforts so as to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and permit completion of the Merger Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither VBC nor any VBC Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Oneida Financial, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any certificate or other document reasonably requested by counsel to a party action that would impair the prospects of completing the Merger and the transactions contemplated hereby pursuant to this Agreement and the related agreements; provided that nothing herein contained shall preclude Oneida Financial or VBC from exercising its rights under this Agreement. Without limiting . (b) VBC shall prepare, subject to the foregoing, Humboldt review and Tehama will use their reasonable efforts consent of Oneida Financial with respect to obtain all consents of third parties matters relating to Oneida Financial and Government Entities necessary or, in the reasonable opinion of Humboldt or Tehama advisable for the consummation of the transactions contemplated by this Agreement, a Proxy Statement to be mailed to the stockholders of VBC in connection with the meeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. Without limiting The parties shall cooperate with each other with respect to the foregoingpreparation of the Proxy Statement. VBC shall, Humboldt shall take all actions necessary to execute and as promptly as practicable following the preparation thereof, file the Merger Agreement Proxy Statement with the applicable agency, if any, and VBC shall use all reasonable efforts to effect all transactions contemplated by this Agreement have the Proxy Statement mailed to stockholders as promptly as practicable. VBC will promptly advise Oneida Financial of the time when the Proxy Statement has been filed, if applicable, and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreementmailed, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of comments from any such Default, and Humboldt applicable agency or Tehama shall have no further obligations of any kind under this Agreementrequest for additional information. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. 5.3.1 Subject (a) First Guaranty Bancshares, First Guaranty Bank, Union Bancshares and Union Bank shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the terms and conditions Share Exchange, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 6.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (iii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Share Exchange, including, without limitation, (A) obtaining the consent or approval of each Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that Union Bancshares and promptly Union Bank shall not agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of First Guaranty Bancshares nor shall Union Bancshares or Union Bank be required to make any payments in connection therewith, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Share Exchange pursuant to this Agreement; provided that nothing herein contained shall preclude First Guaranty Bancshares or Union Bancshares from exercising its rights under this Agreement. (b) Union Bancshares and First Guaranty Bancshares shall jointly prepare, subject to the joint review and consent of the Parties, with respect to matters relating to the parties and the transactions contemplated by this Agreement, a Proxy Statement to be filed by Union Bancshares, if required, with any of the Regulatory Authorities, as applicable, and to be mailed to the stockholders of Union Bancshares in connection with the meeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all things necessary, proper or advisable under applicable laws and regulations legal requirements. The parties shall cooperate with each other with respect to consummate and make effective the preparation of the Proxy Statement. Union Bancshares shall use all reasonable efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after First Guaranty Bancshares has received notice from the Regulatory Authorities that the Applications for approval of the transactions contemplated by this Agreement are substantially complete. Union Bancshares will promptly advise First Guaranty Bancshares of the time when the Proxy Statement has been filed and the Merger Agreementmailed, including, without limitation, the delivery or of any certificate comments from the Regulatory Authorities or other document any request by the Regulatory Authorities for additional information. First Guaranty Bancshares and First Guaranty Bank will furnish Union Bancshares with all information concerning First Guaranty Bancshares and First Guaranty Bank as is reasonably requested required by counsel Union Bancshares in connection with the preparation of the Proxy Statement. The information to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, be supplied by First Guaranty Bancshares for inclusion in the reasonable opinion Proxy Statement will not, at the time the Proxy Statement is mailed to Union Bancshares stockholders, contain any untrue statement of Humboldt or Tehama advisable for the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (a material fact or omit to take state any action) which may affect material fact necessary in order to make the Conversion Rate, except as may be specifically provided for or required by this Agreementstatements therein not misleading. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. 5.3.1 Subject (a) Provident and Ridgewood shall each use its best efforts in good faith to (i) furnish such information as may be required in connection with the terms and conditions preparation of the documents referred to in Section 5.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any material change in terms), provided that Ridgewood shall not agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Provident, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any certificate or other document reasonably requested by counsel to a party action that would substantially impair the prospects of completing the Interim Merger pursuant to this Agreement. Without limiting ; provided that nothing herein contained shall preclude Provident or Ridgewood from exercising its rights under this Agreement. (b) Ridgewood MHC and Ridgewood Savings shall prepare, subject to the foregoing, Humboldt review of Provident with respect to matters relating to Provident and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt or Tehama advisable for the consummation of the transactions contemplated by this Agreement. Without limiting , the foregoing, Humboldt shall take all actions necessary Proxy Statement to execute and file be filed by Ridgewood Financial with the Merger Agreement SEC and to effect be mailed to the stockholders of Ridgewood Financial in connection with the meeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. Should it be required by Regulatory Authorities, Ridgewood MHC and Ridgewood Savings shall prepare, subject to the review and consent of Provident with respect to matters relating to Provident and the transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or Proxy Statement to vest be filed by Ridgewood MHC with the Surviving Corporation Regulatory Authorities and to be mailed to depositors in connection with full title a meeting of depositors and the transactions contemplated hereby. The parties shall cooperate with each other with respect to all properties, assets, rights, approvals, immunities the preparation of any Proxy Statement. Ridgewood Savings and franchises of Tehama, the proper officers or directors of Humboldt or TehamaRidgewood MHC shall, as promptly as practicable following the case may bepreparation thereof, file any Proxy Statement with the Regulatory Authorities, and Ridgewood shall take use all reasonable efforts to have any Proxy Statement mailed to stockholders, and if necessary depositors, as promptly as practicable after such necessary action. Notwithstanding the foregoingfiling, nothing in this Agreement provided that Ridgewood Financial and Ridgewood MHC shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except have received an updated Fairness Opinion as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt date no more than three days prior to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 Proxy Statement (the "Affiliate AgreementsUpdated Fairness Opinion"). Ridgewood Financial and Ridgewood Savings will promptly advise Provident of the time when any Proxy Statement has been filed and mailed, or of any comments from any Regulatory Authority or any request by any Regulatory Authority for additional information.