Common use of Vote on the Merger Clause in Contracts

Vote on the Merger. The undersigned agrees to vote all shares of Neighbors Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless SBKC is then in breach or default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of Neighbors Common Stock over which he or she has or shares voting power solely in a fiduciary capacity on behalf of any person other than Neighbors, if the undersigned determines, in good faith after consultation and receipt of an opinion of counsel, that such a vote would cause a breach of fiduciary duty to such other person.

Vote on the Merger. The undersigned agrees to vote all shares of Neighbors Homestead Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless SBKC is then in breach or default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of Neighbors Homestead Common Stock over which he or she has or shares voting power solely in a fiduciary capacity on behalf of any person other than NeighborsHomestead, if the undersigned determines, in good faith after consultation and receipt of an opinion of counsel, that such a vote would cause a breach of fiduciary duty to such other person.