Common use of Access and Investigation Clause in Contracts

Access and Investigation. (a) Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage and its Subsidiaries in accordance with the provisions of this Section. Acquiror and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage and its Subsidiaries and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its Subsidiaries. Upon request, each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage or any of its Subsidiaries, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneys, such disclosure would not result in the waiver by Heritage or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror shall affect the representations and warranties made by Heritage in this Agreement. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by law. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6.

Access and Investigation. During the Pre-Closing Period, GHX shall (and shall cause its Subsidiaries to): (a) Acquiror provide the Stockholder and its the Stockholder’s Representatives shall, at all times with reasonable access during normal business hours and with hours, upon reasonable advance notice prior to the Closing DateGHX, have full and continuing access to the facilities, operations, records and properties of Heritage and its Subsidiaries in accordance with the provisions of this Section. Acquiror and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage and its Subsidiaries and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage GHX’s and its Subsidiaries. Upon request’ personnel and assets and to all existing books, each of Heritage and its Subsidiaries will furnish to Acquiror or its Representativesrecords, attorneys' responses to auditors' requests for information regarding Heritage or any of its SubsidiariesTax Returns, as the case may be, and such financial and operating data work papers and other documents and information reasonably requested by Acquiror (provided with respect relating to attorneys, such disclosure would not result in the waiver by Heritage GHX or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror shall affect the representations and warranties made by Heritage in this Agreement. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by law. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors of Heritage and its Subsidiaries; and (iib) all meetings provide or make available to the Stockholder and the Stockholder’s Representatives such copies of the committees existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries as the Stockholder may reasonably request. Without limiting the generality of each such Boardany of the foregoing, including without limitation during the audit Pre-Closing Period and executive committees thereofsubject to applicable Antitrust Laws, except for GHX and the Stockholder shall promptly provide the other party with copies of any such meeting if and notice, report or other document filed with or sent to the extent that any amendment to this Agreement Governmental Body on behalf of GHX or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting andStockholder, if knownas applicable, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings the Merger or otherwise provided any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the directors. It is understood by reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties that Acquiror's representative will not have or the violation of any voting rights obligations of GHX with respect to matters discussed at these meetings and confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that Acquiror is does not managing compromise GHX’s privilege with respect thereto or (iii) the business violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or affairs otherwise affect any of Heritage. All information obtained by Acquiror at these meetings shall be treated the representations, warranties, covenants or obligations of GHX contained in confidence as provided in Section 11.6this Agreement.

Access and Investigation. (a) Acquiror During the period commencing on the Agreement Date and its Representatives ending at such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.3(a), the Company shall, at all times and shall cause its Subsidiaries and Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access, upon reasonable notice and during normal business hours and with reasonable advance notice prior hours, to the Closing DateCompany’s Representatives, have full properties, books, records, Tax Returns, material operating and continuing access financial reports, work papers and other documents and information relating to the facilities, operations, records and properties of Heritage Company and its Subsidiaries in accordance (including the Company Owned IP); (ii) provide Parent and Parent’s Representatives with such copies of the provisions of this Section. Acquiror books, records, Tax Returns, work papers and its Representatives may, prior other documents and information relating to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage and its Subsidiaries and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage Company and its Subsidiaries. Upon request, each of Heritage and its Subsidiaries will furnish to Acquiror or its Representativeswith such additional financial, attorneys' responses to auditors' requests for operating and other data and information regarding Heritage or any of the Company and its Subsidiaries, as the case Parent may be, reasonably request; and such financial and operating data (iii) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Company and its Subsidiaries to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act or similar act applicable thereto and the rules and regulations relating thereto or otherwise in connection with the Offer and the Merger. No information reasonably requested or knowledge obtained by Acquiror Parent or its Representatives in any investigation conducted pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Purchaser to consummate the transactions contemplated hereby (provided with respect including the Offer and the Merger), or the remedies available to attorneysthe parties hereunder. Notwithstanding anything to the contrary herein, such disclosure would not result in the waiver by Heritage or neither Company nor any of its Subsidiaries of any claim of shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege), and will permit Acquiror privilege of such Person or its Representatives to discuss such information directly with violate any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror shall affect the representations and warranties made by Heritage in this Agreement. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by lawapplicable Law. (b) Heritage shall allow During the period commencing on the Agreement Date and ending at such time as designees of Parent first constitute at least a representative of Acquiror to attend as an observer: (i) all meetings majority of the Company Board pursuant to Section 1.3(a), the Company shall, and shall cause its Subsidiaries and Representatives to, provide Parent and Parent’s Representatives with reasonable access, upon reasonable notice and during normal business hours, to any real property now owned, leased or operated by the Company or its Subsidiaries for the purpose of Directors Parent’s or Parent’s Representatives’ performing environmental site assessments of Heritage such real property. Parent or Parent’s Representatives will organize and its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for conduct any such meeting if assessment in a manner that complies with applicable Laws and regulations and does not cause or result in any disruption or damage at such property, or any loss, expense, undue burden, or interference with the business operations at such real property. Parent or Parent’s Representatives will not be permitted to conduct any intrusive environmental sampling at any real property (such as soil borings, water samplings and the like) without Company’s prior consent, which consent may be withheld in Company’s reasonable discretion and which may be conditioned, among other things, upon Parent’s or Parent’s Representatives’ delivery to the extent that any amendment to this Agreement or Company of a written plan for the Stock Option Agreement or the merits collection of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6intrusive samples.

Access and Investigation. (a) Acquiror Heritage and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage Acquiror and its Subsidiaries in accordance with the provisions of this Section. Acquiror Heritage and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage Acquiror and its Subsidiaries and of their respective financial and legal condition as Acquiror Heritage shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage Acquiror and its Subsidiaries. Upon request, each of Heritage and its Subsidiaries Acquiror will furnish to Acquiror Heritage or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage or any of Acquiror and its Subsidiaries, as the case may be, Subsidiaries and such financial and operating data and other information reasonably requested by Acquiror Heritage (provided with respect to attorneys, such disclosure would not result in the waiver by Heritage Acquiror or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror Heritage or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage Acquiror or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror Heritage or its Representatives. No investigation by Acquiror Heritage shall affect the representations and warranties made by Heritage Acquiror in this Agreement. This Section shall not require the disclosure of any information the disclosure of which to Acquiror Heritage would be prohibited by law. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6.

Access and Investigation. (a) Acquiror Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage Acquiror and each of its Subsidiaries in accordance with the provisions of this SectionSection 6.1(a) as shall be necessary for the purpose of determining Acquiror's continued compliance with the terms and conditions of this Agreement. Acquiror The Company and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of Heritage and its Subsidiaries and of their respective financial and legal condition conditions as Acquiror Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of Heritage and its Subsidiaries will furnish to Acquiror the Company or its Representatives, Representatives attorneys' responses to auditors' requests for information regarding Heritage Acquiror or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror the Company (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage Acquiror or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage . No investigation by the Company or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror Representatives shall affect the representations and warranties made by Heritage Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which to Acquiror which, in Acquiror's reasonable judgment: (i) would be prohibited by lawany applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall allow a representative of Acquiror promptly furnish to attend as an observerthe Company: (i) all meetings a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the Board requirements of Directors of Heritage federal and its Subsidiariesstate banking laws or federal or state securities laws, which is not generally available on the SEC's XXXXX internet database; and (ii) all meetings of the committees a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and documents relating to the extent that any amendment to this Agreement confidential supervisory or examination materials or the Stock Option Agreement or the merits disclosure of which would violate any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. applicable Legal Requirement. (c) All information obtained by Acquiror at these meetings the Company in accordance with this Section 6.1 shall be treated in confidence as provided in Section 11.6the Confidentiality Agreement.

Access and Investigation. (a) Subject to any applicable Legal Requirement, Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage the Company and each of its Subsidiaries in accordance with the provisions of this SectionSection 5.1(a) as shall be necessary for the purpose of determining the Company’s continued compliance with the terms and conditions of this Agreement and preparing for the integration of Acquiror and the Company and the integration of Acquiror Bank and the Bank following the Effective Time. Acquiror and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of the Company and each of Heritage and its Subsidiaries and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with conditions for such records, properties and other matterspurposes; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and the Company or any of its Subsidiaries. Upon request, the Company and each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage the Company or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage the Company or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information to Acquiror the disclosure of which to Acquiror which, in the Company’s reasonable judgment: (i) would be prohibited by lawany applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall allow a representative of Acquiror promptly furnish to attend as an observerAcquiror: (i) all meetings a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the Board requirements of Directors of Heritage federal and its Subsidiariesstate banking laws or federal or state securities laws; and (ii) all meetings of the committees a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and documents relating to the extent that any amendment to this Agreement confidential supervisory or examination materials or the Stock Option Agreement or the merits disclosure of which would violate any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage applicable Legal Requirement. (c) The Company shall give reasonable notice provide, and cause each of its Subsidiaries to Acquiror of any such meeting andprovide, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors. It is understood directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. Section 5.8). (d) All information obtained by Acquiror at these meetings in accordance with this Section 5.1 shall be treated in confidence as provided in Section 11.6(i) that certain letter agreement dated as of July 17, 2023, between Acquiror and the Company and (ii) that certain letter agreement dated as of October 30, 2023, between Acquiror and the Company (collectively, and as each may be amended from time to time, the “Confidentiality Agreement”).

Access and Investigation. (a) Acquiror Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage Acquiror and each of its Subsidiaries in accordance with the provisions of this SectionSection 6.1(a) as shall be necessary for the purpose of determining Acquiror’s continued compliance with the terms and conditions of this Agreement. Acquiror The Company and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of Heritage and its Subsidiaries and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with conditions for such records, properties and other matterspurposes; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of Heritage and its Subsidiaries will furnish to Acquiror the Company or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage Acquiror or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror the Company (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage Acquiror or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage . No investigation by the Company or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror Representatives shall affect the representations and warranties made by Heritage Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which to Acquiror which, in Acquiror’s reasonable judgment: (i) would be prohibited by lawany applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall allow a representative of Acquiror promptly furnish to attend as an observerthe Company: (i) all meetings a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the Board requirements of Directors of Heritage federal and its Subsidiariesstate banking laws or federal or state securities laws, which is not generally available on the SEC’s EXXXX internet database; and (ii) all meetings of the committees a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and documents relating to the extent that any amendment to this Agreement confidential supervisory or examination materials or the Stock Option Agreement or the merits disclosure of which would violate any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. applicable Legal Requirement. (c) All information obtained by Acquiror at these meetings the Company in accordance with this Section 6.1 shall be treated in confidence as provided in Section 11.6the Confidentiality Agreement.

Access and Investigation. (a) Acquiror Subject to any applicable Legal Requirement, Nicolet and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage the Company and each of its Subsidiaries in accordance with the provisions of this SectionSection 5.1(a) as shall be necessary for the purpose of determining the Company’s continued compliance with the terms and conditions of this Agreement and preparing for the integration of Nicolet and the Company following the Effective Time. Acquiror Nicolet and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of the Company and each of Heritage and its Subsidiaries and of their respective financial and legal condition conditions as Acquiror Nicolet shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and the Company or any of its Subsidiaries. Upon request, the Company and each of Heritage and its Subsidiaries will furnish to Acquiror Nicolet or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage the Company or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Nicolet (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage the Company or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage . No investigation by Nicolet or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror Representatives shall affect the representations and warranties made by Heritage the Company in this Agreement. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by law. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall allow a representative of Acquiror promptly furnish to attend as an observerNicolet: (i) all meetings a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the Board requirements of Directors of Heritage federal and its Subsidiariesstate banking laws or federal or state securities laws that is not generally available on the SEC’s XXXXX internet database; and (ii) all meetings of the committees a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and documents relating to the extent that any amendment to this Agreement confidential supervisory or examination materials or the Stock Option Agreement or the merits disclosure of which would violate any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage applicable Legal Requirement. (c) The Company shall give reasonable notice provide, and cause each of its Subsidiaries to Acquiror of any such meeting andprovide, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror Nicolet all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings of the board of directors and committees of the board of directors of the Company and its Subsidiaries or otherwise provided to the directors. It is understood by directors or members, and to provide any other financial reports or other analysis prepared for senior management of the parties that Acquiror's representative will not have Company or its Subsidiaries; in each case other than portions of such documents relating to attorney-client privilege, confidential supervisory information or the disclosure of which would violate any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. applicable Legal Requirement. (d) All information obtained by Acquiror at these meetings Nicolet in accordance with this Section 5.1 shall be treated in confidence as provided in that certain confidentiality and non-disclosure agreement dated March 26, 2021, between Nicolet and the Company (the “Confidentiality Agreement”). (e) This Section 11.65.1 shall not require the disclosure of any information to Nicolet the disclosure of which, in the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement, including the prohibitions on disclosure of confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2); (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed; (iv) could result in the waiver by the Company or any of its Subsidiaries of any claim of attorney-client privilege; or (v) relates to an Acquisition Proposal. If any of the restrictions in subsections (i) through (iv) of the preceding sentence shall apply, the Company and Nicolet will make, to the extent legally permissible, appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.

Access and Investigation. (a) Acquiror Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Section 6.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its Representatives shall, at all times to: (A) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the respective Representatives of the Company and each of the Company Subsidiaries, and books, records, Tax Returns, material operating and financial reports, work papers and other documents and information and properties relating to the Company and the Company Subsidiaries; (B) provide Parent and Parent’s Representatives with copies of such books, records, Tax Returns, work papers and other documents and information relating to the Company and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and the Company Subsidiaries, as Parent may reasonably request; and (C) permit Parent’s officers and other employees to meet, upon reasonable advance notice prior to the Closing Dateand during normal business hours, have full and continuing access to the facilities, operations, records and properties of Heritage and its Subsidiaries in accordance with the provisions of this Section. Acquiror chief financial officer and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation other officers and managers of the operations, records Company and properties the Company Subsidiaries responsible for the Company’s financial statements and the internal controls of each of Heritage and its Subsidiaries and of their respective financial and legal condition the Company to discuss such matters as Acquiror shall Parent may reasonably deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, that such access or investigation shall not interfere unnecessarily appropriate in connection with the normal operations of Heritage and its Subsidiaries. Upon request, each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage or any of its Subsidiaries, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneys, such disclosure would not result in the waiver by Heritage or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror shall affect the representations and warranties made by Heritage in this Agreement. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by lawMerger. (b) Heritage shall allow a representative Information obtained by Parent or Merger Sub pursuant to this Section 4.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of Acquiror the Confidentiality Agreement. Nothing in this Section 4.1 will require the Company or any Company Subsidiary to attend as an observerpermit any inspection, or to disclose any information, that in the reasonable judgment of the Company would: (i) all meetings result in a violation of the Board of Directors of Heritage and its Subsidiariesapplicable Law; and or (ii) all meetings violate or result in a loss or impairment of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment attorney-client privilege or work product privilege or similar legal protection. No information or knowledge obtained by Parent or Merger Sub pursuant to this Agreement Section 4.1 shall affect or the Stock Option Agreement be deemed to affect or the merits of modify any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting andrepresentation, if knownwarranty, the agenda for covenant or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood agreement made by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated Company set forth in confidence as provided in Section 11.6this Agreement.

Access and Investigation. (a) Acquiror Heartland and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage RMB and its Subsidiaries each RMB Subsidiary in accordance with the provisions of this Section. Acquiror Heartland and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of RMB and each of Heritage and its Subsidiaries RMB Subsidiary and of their respective financial and legal condition as Acquiror Heartland shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesRMB or any RMB Subsidiary. Upon request, RMB and each of Heritage and its Subsidiaries RMB Subsidiary will furnish to Acquiror Heartland or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage RMB or any of its Subsidiariessuch RMB Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Heartland (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage RMB or any of its Subsidiaries RMB Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or Heartland and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage RMB or any of its Subsidiariessuch RMB Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror Heartland or its Representatives. No investigation by Acquiror Heartland or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementRMB. This Section shall not require the disclosure of any information the disclosure of which to Acquiror Heartland would be prohibited by lawany Legal Requirement. (b) Heritage RMB shall allow a representative of Acquiror Heartland to attend as an observer: (i) observer all meetings of the Board board of Directors of Heritage directors and its Subsidiaries; and (ii) all meetings committees of the committees board of each such Board, including without limitation directors of RMB and any RMB Subsidiary and any meeting of the audit loan committee and executive committees thereof, except for asset liability management committee of RMB or any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussedRMB Subsidiary. Heritage RMB shall give reasonable notice to Acquiror Heartland of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage RMB shall provide to Acquiror Heartland all information provided to the directors on all such Boards and committees boards in connection with all such meetings or otherwise provided to the directors, and shall provide any other financial reports or other analysis prepared for senior management of RMB or any RMB Subsidiary, in each case excluding information which is privileged or is subject to any restriction on disclosure. It is understood by the parties that AcquirorHeartland's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror Heartland is not managing the business or affairs of HeritageRMB or any RMB Subsidiary. All information obtained by Acquiror Heartland at these meetings shall be treated in confidence as provided in Section 11.67.1(b). Notwithstanding the foregoing, Heartland shall not be permitted to attend any portion of a meeting and RMB shall not be required to provide Heartland with any materials, in violation of applicable law or that relates to a Competing RMB Proposal (except for information to be provided as required by Section 6.9), or that involve matters protected by the attorney- client privilege or matters arising out of or related to this Agreement. (c) Any confidential information or trade secrets of Heartland received by RMB, its employees or agents in the course of the consummation of the Contemplated Transactions shall be treated confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing either such confidential information, or trade secrets or both shall be destroyed by RMB or, at Heartland's request, returned to Heartland if this Agreement is terminated as provided in Article 11. Such information shall not be used by RMB or its agents to the detriment of Heartland or any Heartland Subsidiary.

Access and Investigation. (a) Acquiror Solely for the purpose of permitting Citizens to ascertain the correctness of the representations and warranties made in this Agreement by MSTI to Citizens, Citizens and its Representatives shall, shall at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage MSTI and its Subsidiaries each MSTI Subsidiary in accordance with the provisions of this Section. Acquiror Citizens and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of MSTI and each of Heritage and its Subsidiaries MSTI Subsidiary and of their respective financial and legal condition as Acquiror Citizens shall deem necessary or advisable to familiarize itself with such records, properties and other matters; , provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesMSTI or any MSTI Subsidiary. Upon request, MSTI and each of Heritage and its Subsidiaries MSTI Subsidiary will furnish to Acquiror Citizens or its Representatives, attorneys' ’ responses to auditors' ’ requests for information regarding Heritage MSTI or any of its Subsidiariessuch MSTI Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Citizens (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage MSTI or any of its Subsidiaries the Bank of any claim of attorney-client privilege), and will permit Acquiror or Citizens and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage MSTI or any of its Subsidiariessuch MSTI Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror Citizens or its Representatives. No investigation by Acquiror Citizens or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementMSTI. This Section shall not require the disclosure of any information the disclosure of which to Acquiror Citizens would be prohibited by lawany Legal Requirement. (b) Heritage shall allow a representative Any confidential information or trade secrets of Acquiror to attend as an observer: (i) all meetings Citizens received by MSTI, its employees or agents in the course of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings consummation of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings Contemplated Transactions shall be treated confidentially in confidence as provided in Section 11.6accordance with the terms of the Confidentiality Agreement.

Access and Investigation. (a) Acquiror Subject to any applicable Legal Requirement, Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage Acquiror and each of its Subsidiaries in accordance with the provisions of this SectionSection 6.1(a) as shall be necessary for the purpose of determining Acquiror’s continued compliance with the terms and conditions of this Agreement. Acquiror The Company and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of Heritage and its Subsidiaries and of their respective financial and legal condition conditions as Acquiror the Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of Heritage and its Subsidiaries will furnish to Acquiror the Company or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage the Company or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror the Company (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage Acquiror or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage . No investigation by the Company or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror Representatives shall affect the representations and warranties made by Heritage Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which to Acquiror which, in Acquiror’s reasonable judgment: (i) would be prohibited by lawany applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall allow a representative of Acquiror promptly furnish to attend as an observerthe Company: (i) all meetings a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the Board requirements of Directors of Heritage federal and its Subsidiariesstate banking laws or federal or state securities laws, which is not generally available on the SEC’s XXXXX internet database; and (ii) all meetings of the committees a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and documents relating to the extent that any amendment to this Agreement confidential supervisory or examination materials or the Stock Option Agreement or the merits disclosure of which would violate any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. applicable Legal Requirement. (c) All information obtained by Acquiror at these meetings the Company in accordance with this Section 6.1 shall be treated in confidence as provided in Section 11.6the Confidentiality Agreement.

Access and Investigation. (a) Acquiror MSTI and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage Citizens and its Subsidiaries each Citizens Subsidiary in accordance with the provisions of this Section. Acquiror MSTI and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of Citizens and each of Heritage and its Subsidiaries Citizens Subsidiary and of their respective financial and legal condition as Acquiror MSTI shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesCitizens or any Citizens Subsidiary. Upon request, Citizens and each of Heritage and its Subsidiaries Citizens Subsidiary will furnish to Acquiror MSTI or its Representatives, attorneys' ’ responses to auditors' ’ requests for information regarding Heritage Citizens or any of its Subsidiariessuch Citizens Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror MSTI (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage Citizens or any of its Subsidiaries Citizens Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or MSTI and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage Citizens or any of its Subsidiariessuch Citizens Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror MSTI or its Representatives. No investigation by Acquiror MSTI or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementCitizens. This Section shall not require the disclosure of any information the disclosure of which to Acquiror MSTI would be prohibited by lawany Legal Requirement. (b) Heritage Citizens shall allow a representative of Acquiror MSTI to attend as an observer: (i) observer all meetings of the Board board of Directors of Heritage directors and its Subsidiaries; and (ii) all meetings committees of the committees board of each such Boarddirectors of Citizens and any Citizens Subsidiary, including without limitation any meeting of the audit loan committee and executive committees thereof, except for asset liability management committee of Citizens or any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussedCitizens Subsidiary. Heritage Citizens shall give reasonable notice to Acquiror MSTI of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage Citizens shall provide to Acquiror MSTI all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings or otherwise provided to the directorsdirectors or members, and shall provide any other financial reports or other analysis prepared for senior management of Citizens or any Citizens Subsidiary, in each case excluding information which is privileged or is subject to any restriction on disclosure. It is understood by the parties that Acquiror's MSTI’s representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror MSTI is not managing the business or affairs of HeritageCitizens or any Citizens Subsidiary. All information obtained by Acquiror MSTI at these meetings shall be treated in confidence as provided in that certain Confidentiality Agreement dated July 6, 2004, between MSTI and Citizens (the “Confidentiality Agreement”). Notwithstanding the foregoing, MSTI shall not be permitted to attend any portion of a meeting and Citizens shall not be required to provide MSTI with any materials, in violation of applicable law or that relates to an Acquisition Transaction (as defined below), except for information to be provided as required by Section 11.66.9, or that involve matters protected by the attorney-client privilege or matters arising out of or related to this Agreement. (c) Any confidential information or trade secrets of MSTI received by Citizens, its employees or agents in the course of the consummation of the Contemplated Transactions shall be treated confidentially in accordance with the terms of the Confidentiality Agreement.

Access and Investigation. (a) Acquiror and its AB&T and their respective Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing DateClosing, have full and continuing access to the facilities, operations, records and properties of Heritage and its Subsidiaries the Bank in accordance with the provisions of this Section. Acquiror and its AB&T and their respective Representatives may, prior to the Closing DateClosing, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage and its Subsidiaries the Bank and of their respective financial and legal condition as Acquiror or AB&T shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its Subsidiariesthe Bank. Upon request, each of Heritage and its Subsidiaries the Bank will furnish to Acquiror or its Representatives, AB&T attorneys' ’ responses to auditors' ’ requests for information regarding Heritage or any of its Subsidiaries, as the case may beBank, and such financial and operating data and other information reasonably requested by Acquiror or AB&T (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage or any of its Subsidiaries the Bank of any claim of attorney-client privilege), and will permit Acquiror or its and AB&T and their respective Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiariesthe Bank, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. AB&T. No investigation by Acquiror Acquiror, AB&T or any of their respective Representatives shall affect the representations and warranties made by Heritage in this Agreementthe Bank. This Section shall not require the disclosure of any information the disclosure of which to Acquiror or AB&T would be prohibited by lawany Legal Requirement. (b) Heritage The Bank shall allow a representative Representative of Acquiror or AB&T to attend as an observer: (i) observer all meetings of the Board board of Directors of Heritage directors and its Subsidiaries; and (ii) all meetings committees of the committees board of each such Boarddirectors of the Bank, including without limitation any meeting of the audit loan committee and executive committees thereof, except for any such meeting if and to asset liability management committee of the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussedBank. Heritage The Bank shall give reasonable notice to Acquiror and AB&T of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage The Bank shall provide to Acquiror and AB&T all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings or otherwise provided to the directorsdirectors or members, and shall provide any other financial reports or other analysis prepared for senior management of the Bank, in each case excluding information which is privileged or is subject to any restriction on disclosure. It is understood by the parties that Acquiror's representative ’s or AB&T’s Representative will not have any voting rights with respect to matters discussed at these meetings and that neither Acquiror nor AB&T is not managing the business or affairs of Heritagethe Bank. All information obtained by Acquiror or AB&T at these meetings shall be treated in confidence as required by Section 12.7. Notwithstanding the foregoing, neither Acquiror nor AB&T shall be permitted to attend any portion of a meeting and the Bank shall not be required to provide Acquiror or AB&T with any materials, in violation of applicable law or that relates to an Acquisition Transaction (as defined below), except for information to be provided in as required by Section 11.66.6, or that involve matters protected by the attorney-client privilege.

Access and Investigation. (a) Subject to any applicable Legal Requirement, Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage the Company and each of its Subsidiaries in accordance with the provisions of this SectionSection 5.1(a) as shall be necessary for the purpose of determining the Company’s continued compliance with the terms and conditions of this Agreement and preparing for the integration of Acquiror and the Company following the Effective Time. Acquiror and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of the Company and each of Heritage and its Subsidiaries and of their respective financial and legal condition conditions as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage the Company or any of its Subsidiaries and its Subsidiariesshall be conducted during normal business hours on Business Days. Upon request, the Company and each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage the Company or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage the Company or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information to Acquiror the disclosure of which to Acquiror which, in the Company’s reasonable judgment: (i) would be prohibited by lawany applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall allow a representative of Acquiror promptly furnish to attend as an observerAcquiror: (i) all meetings a copy of the Board of Directors of Heritage each report, schedule and its Subsidiariesother document received by it during such period with, to or from any Regulatory Authority; and (ii) all meetings a copy of each report, schedule or other document filed or furnished by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement. (c) From the date hereof until the earlier of the committees Closing Date or the termination of this Agreement in accordance with its terms, the Company shall furnish to Acquiror as promptly as practicable, (i) the unaudited consolidated balance sheets of the Company as of December 31, 2017, and the unaudited consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended on such date (including the notes thereto), which financial statements shall be provided to the Acquiror no later than February 15, 2018, (ii) the audited consolidated balance sheets of the Company as of December 31, 2017, and the audited consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended on such date (including the notes thereto), which financial statements shall be provided to the Acquiror no later than March 31, 2018, and (iii) the unaudited consolidated balance sheet of the Company as of the end of each quarterly period ended subsequent to June 30, 2017, and the unaudited consolidated statements of income, cash flows and shareholders’ equity for the three-month and year-to-date periods ended on such Boarddates, including without limitation the audit and executive committees thereof, except for any such meeting if and which financial statements shall be provided to the extent that any amendment to Acquiror no later than thirty (30) days after the applicable period end. (d) From the date hereof until the earlier of the Closing Date or the termination of this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if knownaccordance with its terms, the agenda for or business Company shall provide, and cause each of its Subsidiaries to be discussed at such meeting. Heritage shall provide provide, to Acquiror all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors. It is understood directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case promptly following provision to such Persons, and in each case, excluding any portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. Section 5.9). (e) All information obtained by Acquiror at these meetings in accordance with this Section 5.1 shall be treated in confidence as provided in Section 11.6that certain Mutual Confidentiality and Non-Disclosure Agreement dated as of May 5, 2017, between Acquiror and Sheshunoff & Co. (the “Confidentiality Agreement”).

Access and Investigation. (a) Acquiror MidWestOne and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage ISBF and its Subsidiaries each ISBF Subsidiary in accordance with the provisions of this Section. Acquiror MidWestOne and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of ISBF and each of Heritage and its Subsidiaries ISBF Subsidiary and of their respective financial and legal condition conditions as Acquiror MidWestOne shall deem necessary or advisable to familiarize itself with such records, properties and other matters; , provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and its SubsidiariesISBF or any ISBF Subsidiary. Upon request, ISBF and each of Heritage and its Subsidiaries ISBF Subsidiary will furnish to Acquiror MidWestOne or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage ISBF or any of its Subsidiariessuch ISBF Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror MidWestOne (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage ISBF or any of its Subsidiaries either ISBF Subsidiary Bank of any claim of attorney-client privilege), and will permit Acquiror or MidWestOne and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage ISBF or any of its Subsidiariessuch ISBF Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror MidWestOne or its Representatives. No investigation by Acquiror MidWestOne or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementISBF. This Section shall not require the disclosure of any information the disclosure of which to Acquiror MidWestOne would be prohibited by lawany Legal Requirement. (b) Heritage ISBF shall allow a representative of Acquiror MidWestOne to attend as an observer: (i) all meetings of the Board board of Directors directors of Heritage ISBF and its Subsidiarieseach ISBF Subsidiary; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any an amendment to of this Agreement or the Stock Option Agreement or and/or the merits of any Acquisition Transaction described in Section 6.7 hereof 7.6 is discussed, or ISBF is advised by its counsel that the participation by such observer would result in a waiver of ISBF’s attorney-client privilege. Heritage ISBF shall give reasonable notice to Acquiror MidWestOne of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage ISBF shall provide to Acquiror MidWestOne all information provided to the directors on all such Boards boards and committees in connection with all such meetings or otherwise provided to the directors, except to the extent that such information relates to any amendment to this Agreement or discusses the merits of any Acquisition Transaction, or ISBF is advised by its counsel that the receipt of such information by such observer would result in a waiver of ISBF’s attorney-client privilege. It is understood by the parties that Acquiror's representative MidWestOne’s Representative will not have any voting rights with respect to matters discussed at these meetings and shall remain silent during all proceedings, and that Acquiror MidWestOne is not managing the business or affairs of HeritageISBF. All information obtained by Acquiror MidWestOne at these meetings shall be treated in confidence as provided in Section 11.6the Confidentiality Agreement.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (a) Acquiror and its Representatives the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, at all times and shall cause the respective Representatives of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during normal business hours and with reasonable advance notice prior of the Company to the Closing DateCompany’s designated Representatives and to properties, have full assets and continuing access to all existing books, records, documents and information relating to the facilitiesAcquired Corporations, operations, records and properties of Heritage promptly provide Parent and its Subsidiaries in accordance Parent’s Representatives with all reasonably requested information regarding the provisions of this Section. Acquiror and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation business of the operationsAcquired Corporations and such additional financial, records and properties of each of Heritage and its Subsidiaries and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties operating and other mattersdata and information regarding the Acquired Corporations, as Parent may reasonably request; provided, however, that any such access or investigation shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and in such a manner as not to unreasonably interfere unnecessarily with the normal operations operation of Heritage and its Subsidiariesthe business of the Acquired Corporations. Upon request, each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage or Nothing herein shall require any of its Subsidiaries, as the case may be, and such financial and operating data and other Acquired Corporations to disclose any information reasonably requested by Acquiror to Parent to the extent (provided with respect to attorneys, i) such disclosure would not result would, in the waiver by Heritage or Company’s reasonable discretion (x) jeopardize any of its Subsidiaries of any claim of attorney-client privilegeor other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (y) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and will used reasonable best efforts to permit Acquiror disclosure to the extent permitted by Legal Requirements) or its Representatives (z) contravene any Contract to discuss which an Acquired Corporation is a party (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract) or (ii) such information directly with any individual or firm performing auditing or accounting functions for Heritage or any is included in the minutes of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror shall affect the representations and warranties made by Heritage in this Agreement. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by law. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors or its committees and relates to the discussion by the Board of Heritage and its Subsidiaries; and (ii) all meetings Directors or any applicable committee of the committees Transactions or any similar transaction between the Company and any other Person (including any applicable portions of each such Boardpresentations or other materials prepared by or for the Board of Directors, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees whether in connection with all such meetings a specific meeting, or otherwise provided relating to such subject matter). With respect to the directors. It is understood by information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings Confidential Disclosure Agreement dated June 30, 2023, between the Company and that Acquiror is not managing Parent (the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6“Confidentiality Agreement”).

Access and Investigation. (a) Subject to any applicable Legal Requirement, Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage the Company and each of its Subsidiaries in accordance with the provisions of this SectionSection 5.1(a) as shall be necessary for the purpose of determining the Company’s continued compliance with the terms and conditions of this Agreement and preparing for the integration of Acquiror and the Company and the integration of Acquiror Bank and the Bank following the Effective Time. Acquiror and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of the Company and each of Heritage and its Subsidiaries and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with conditions for such records, properties and other matterspurposes; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and the Company or any of its Subsidiaries. Upon request, the Company and each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage the Company or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage the Company or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information to Acquiror the disclosure of which to Acquiror which, in the Company’s reasonable judgment: (i) would be prohibited by lawany applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of the matters being discussed; or (iv) adversely affect any privilege. If any of the restrictions in the preceding sentence shall apply, the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall allow a representative of Acquiror promptly furnish to attend as an observerAcquiror: (i) all meetings a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the Board requirements of Directors of Heritage federal and its Subsidiariesstate banking laws or federal or state securities laws; and (ii) all meetings of the committees a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and documents relating to the extent that any amendment to this Agreement confidential supervisory or examination materials or the Stock Option Agreement or the merits disclosure of which would violate any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage applicable Legal Requirement. (c) The Company shall give reasonable notice provide, and cause each of its Subsidiaries to Acquiror of any such meeting andprovide, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors. It is understood directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. Section 5.8). (d) All information obtained by Acquiror at these meetings in accordance with this Section 5.1 shall be treated in confidence as provided in Section 11.6that certain Confidentiality Agreement dated as of August 20, 2020, between Acquiror and the Company, as amended.

Access and Investigation. (a) Subject to any applicable Legal Requirement, Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing access to the facilities, operations, records and properties of Heritage Company and each of its Subsidiaries in accordance with the provisions of this SectionSection 5.1(a) during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement in accordance with its terms. Acquiror and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of Company and each of Heritage and its Subsidiaries and of their respective financial and legal condition conditions as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and Company or any of its Subsidiaries. Upon request, Company and each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage Company or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage Company or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage Company or any of its Subsidiariessuch Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information the disclosure of which to Acquiror Acquiror, in Company’s reasonable judgment, would be prohibited by lawany applicable Legal Requirement or would result in the breach of any agreement with any third party in effect on the date of this Agreement. If any of the restrictions in the preceding sentence shall apply, Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage Company shall allow a representative allow, and cause each of its Subsidiaries to allow, to the extent not precluded by Regulatory Authorities, Representatives of Acquiror to attend attend, as an observer: (i) observer only, all meetings of the Board board of Directors directors and committees of Heritage and the board of directors of Company or its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit any committee meetings. Company shall give, and executive committees thereofcause each of its Subsidiaries to give, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage Company shall provide provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings or otherwise provided to the directorsdirectors or members, and to provide any other financial reports or other analysis prepared for senior management of Company or its Subsidiaries. It is understood by the parties that Acquiror's representative ’s Representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of HeritageCompany or any of its Subsidiaries. Notwithstanding the foregoing, Acquiror shall not be permitted to attend any portion of a meeting and Company shall not be required, or cause any of its Subsidiaries, to provide Acquiror with any materials, in violation of any applicable Legal Requirement or in any case where Company has been advised by counsel that attendance by Acquiror or that Acquiror’s receipt of such materials would result in a waiver of the attorney-client privilege of Company or any of its Subsidiaries. (c) All information obtained by Acquiror at these meetings in accordance with this Section 5.1 shall be treated in confidence as provided in Section 11.6that certain Confidentiality Agreement dated August 2, 2012, between Company and Acquiror (the “Confidentiality Agreement”).

Access and Investigation. (a) Acquiror Solely for the purpose of permitting Citizens to ascertain the correctness of the representations and warranties made in this Agreement by MSTI to Citizens, Citizens and its Representatives shall, shall at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage MSTI and its Subsidiaries each MSTI Subsidiary in accordance with the provisions of this Section. Acquiror Citizens and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of MSTI and each of Heritage and its Subsidiaries MSTI Subsidiary and of their respective financial and legal condition as Acquiror Citizens shall deem necessary or advisable to familiarize itself with such records, properties and other matters; , provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesMSTI or any MSTI Subsidiary. Upon request, MSTI and each of Heritage and its Subsidiaries MSTI Subsidiary will furnish to Acquiror Citizens or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage MSTI or any of its Subsidiariessuch MSTI Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Citizens (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage MSTI or any of its Subsidiaries the Bank of any claim of attorney-client privilege), and will permit Acquiror or Citizens and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage MSTI or any of its Subsidiariessuch MSTI Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror Citizens or its Representatives. No investigation by Acquiror Citizens or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementMSTI. This Section shall not require the disclosure of any information the disclosure of which to Acquiror Citizens would be prohibited by lawany Legal Requirement. (b) Heritage shall allow a representative Any confidential information or trade secrets of Acquiror to attend as an observer: (i) all meetings Citizens received by MSTI, its employees or agents in the course of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings consummation of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings Contemplated Transactions shall be treated confidentially in confidence as provided in Section 11.6accordance with the terms of the Confidentiality Agreement.

Access and Investigation. (a) Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing DateClosing, have full and continuing access to the facilities, operations, records and properties of Heritage the Company and its Subsidiaries the Bank in accordance with the provisions of this SectionSection 6.1. Acquiror and its Representatives may, prior to the Closing DateClosing, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage the Company and its Subsidiaries the Bank and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its Subsidiariesthe Company or the Bank. Upon request, each of Heritage and its Subsidiaries the Company will furnish to Acquiror or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage or any of its Subsidiaries, as the case may beCompany and the Bank, and such financial and operating data and other information reasonably requested by Acquiror (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage the Company or any of its Subsidiaries the Bank of any claim of attorney-client privilege), and will permit Acquiror or and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage the Company or any of its Subsidiariesthe Bank, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage in this Agreementthe Company or the Bank. This Section 6.1 shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by lawany Legal Requirement. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage The Company shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings respect to any meeting of the Company’s or the Bank’s board of directors, or any committee thereof, or otherwise provided to the directors. It directors or members, and shall provide any other financial reports or other analysis prepared for senior management of the Company or the Bank, in each case excluding information which is understood by the parties that Acquiror's representative will not have privileged or is subject to any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. restriction on disclosure. (c) All information obtained by provided to Acquiror at these meetings pursuant to this Section 6.1 shall be treated in confidence as provided subject to the Mutual Non-Disclosure Agreement described in Section 11.613.7.

Access and Investigation. (a) During the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, subject to any applicable Legal Requirement, Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage the Company and each of its Subsidiaries in accordance with the provisions of this SectionSection 5.1(a) as shall be necessary for the purpose of determining of the Company’s continued compliance with the terms and conditions of this Agreement and preparing for the integration of Acquiror and the Company following the Effective Time. Acquiror and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of the Company and each of Heritage and its Subsidiaries and of their respective financial and legal condition conditions as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and the Company or any of its Subsidiaries. Upon request, the Company and each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage the Company or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage the Company or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information the disclosure of which to Acquiror Acquiror, in the Company’s reasonable judgment, would be prohibited by lawany applicable Legal Requirement or would result in the breach of any agreement with any third party in effect on the date of this Agreement. If any of the restrictions in the preceding sentence shall apply, the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage Subject to the requirements of any Regulatory Authority, the Company shall allow allow, and cause each of its Subsidiaries to allow, a representative Representative of Acquiror to attend attend, as an observer: (i) observer only, all meetings of the Board board of Directors directors and committees of Heritage and the board of directors of the Company or its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit any committee meetings. The Company shall give, and executive committees thereofcause each of its Subsidiaries to give, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage Subject to the terms of this Section 5.2(b), the Company shall provide provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings or otherwise provided to the directorsdirectors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries. It is understood by the parties that Acquiror's representative ’s Representative is not a director and will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritagethe Company or any of its Subsidiaries. Notwithstanding the foregoing, Acquiror shall not be permitted to attend any portion of a meeting and the Company shall not be required, with respect to itself or any of its Subsidiaries, to provide Acquiror with any materials, to the extent such attendance or providing such materials (i) would violate any applicable Legal Requirement, (ii) in any case where the Company has been advised by counsel that attendance by Acquiror or that Acquiror’s receipt of such materials could result in the loss or waiver of the attorney-client privilege or similar protection of the Company Board or the Company or any of its Subsidiaries or (iii) relate to this Agreement, the Merger, an Adverse Recommendation or any Unsolicited Proposal, Acquisition Transaction or Superior Proposal. (c) All information obtained by Acquiror at these meetings in accordance with this Section 5.1 shall be treated in confidence as provided in Section 11.6that certain letter agreement dated June 11, 2014, between Acquiror and the Company (the “Confidentiality Agreement”).

Access and Investigation. (a) Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage National and its Subsidiaries in accordance with the provisions of this Section. Acquiror and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage National and its Subsidiaries and of their its respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; , provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and National or its Subsidiaries. Upon request, each of Heritage National and its Subsidiaries will furnish to Acquiror or its Representatives, Representatives attorneys' responses to auditors' requests for information regarding Heritage National or any of its Subsidiaries, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneys, such disclosure would not result in the waiver by Heritage National or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage National or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. National shall, and shall cause each of its Subsidiaries to, give Acquiror prior notice of each meeting of its respective board of directors and any committees thereof, including specifically the Bank's loan committee, and Acquiror shall be invited to have one of its Representatives in attendance at each such meeting as an observer. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementNational. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by law. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6.

Access and Investigation. (a) Acquiror Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage Acquiror and its Subsidiaries each Acquiror Subsidiary in accordance with the provisions of this Section. Acquiror Company and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of Heritage and its Subsidiaries Acquiror Subsidiary and of their respective financial and legal condition conditions as Acquiror Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and its SubsidiariesAcquiror or any Acquiror Subsidiary. Upon request, Acquiror and each of Heritage and its Subsidiaries Acquiror Subsidiary will furnish to Acquiror Company or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage Acquiror or any of its Subsidiariessuch Acquiror Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Company (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage Acquiror or any of its Subsidiaries Acquiror Bank of any claim of attorney-client privilege), and will permit Acquiror or Company and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage Acquiror or any of its Subsidiariessuch Acquiror Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror Company or its Representatives. No investigation by Acquiror Company or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementAcquiror. This Section shall not require the disclosure of any information the disclosure of which to Acquiror Company would be prohibited by lawany Legal Requirement. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6.

Access and Investigation. (a) Acquiror Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage Acquiror and each of its Subsidiaries in accordance with the provisions of this SectionSection 6.1(a) as shall be necessary for the purpose of determining Acquiror’s continued compliance with the terms and conditions of this Agreement. Acquiror The Company and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of Heritage and its Subsidiaries and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with conditions for such records, properties and other matterspurposes; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of Heritage and its Subsidiaries will furnish to Acquiror the Company or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage Acquiror or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror the Company (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage Acquiror or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage . No investigation by the Company or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror Representatives shall affect the representations and warranties made by Heritage Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which to Acquiror which, in Acquiror’s reasonable judgment: (i) would be prohibited by lawany applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of the matters being discussed; or (iv) adversely affect any privilege. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall allow a representative of Acquiror promptly furnish to attend as an observerthe Company: (i) all meetings a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the Board requirements of Directors of Heritage federal and its Subsidiariesstate banking laws or federal or state securities laws, which is not generally available on the SEC’s XXXXX internet database; and (ii) all meetings of the committees a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and documents relating to the extent that any amendment to this Agreement confidential supervisory or examination materials or the Stock Option Agreement or the merits disclosure of which would violate any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. applicable Legal Requirement. (c) All information obtained by Acquiror at these meetings the Company in accordance with this Section 6.1 shall be treated in confidence as provided in Section 11.6the Confidentiality Agreement dated as of October 20, 2020, between Acquiror and the Company, as amended.

Access and Investigation. (a) Acquiror Centrue Financial and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage ICB and its Subsidiaries each ICB Subsidiary in accordance with the provisions of this Section. Acquiror Centrue Financial and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of ICB and each of Heritage and its Subsidiaries ICB Subsidiary and of their respective financial and legal condition as Acquiror Centrue Financial shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesICB or any ICB Subsidiary. Upon request, ICB and each of Heritage and its Subsidiaries ICB Subsidiary will furnish to Acquiror Centrue Financial or its Representatives, attorneys' ’ responses to auditors' ’ requests for information regarding Heritage ICB or any of its Subsidiariessuch ICB Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Centrue Financial (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage ICB or any of its Subsidiaries ICB Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or Centrue Financial and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage ICB or any of its Subsidiariessuch ICB Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror Centrue Financial or its Representatives. No investigation by Acquiror Centrue Financial or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementICB. This Section shall not require the disclosure of any information the disclosure of which to Acquiror Centrue Financial would be prohibited by lawany Legal Requirement. (b) Heritage ICB shall allow a representative of Acquiror Centrue Financial to attend as an observer: (i) observer all meetings of the Board board of Directors of Heritage directors and its Subsidiaries; and (ii) all meetings committees of the committees board of each such Boarddirectors of ICB and any ICB Subsidiary, including without limitation any meeting of the audit loan committee and executive committees thereof, except for asset liability management committee of ICB or any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussedICB Subsidiary. Heritage ICB shall give reasonable notice to Acquiror Centrue Financial of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage ICB shall provide to Acquiror Centrue Financial all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings or otherwise provided to the directorsdirectors or members, and shall provide any other financial reports or other analysis prepared for senior management of ICB or any ICB Subsidiary, in each case excluding information which is privileged or is subject to any restriction on disclosure. It is understood by the parties that Acquiror's Centrue Financial’s representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror Centrue Financial is not managing the business or affairs of HeritageICB or any ICB Subsidiary. All information obtained by Acquiror Centrue Financial at these meetings shall be treated in confidence as provided in that certain Confidentiality Agreement dated October 29, 2004, between Centrue Financial and ICB (the “Confidentiality Agreement”). Notwithstanding the foregoing, Centrue Financial shall not be permitted to attend any portion of a meeting and ICB shall not be required to provide Centrue Financial with any materials, in violation of applicable law or that relates to an Acquisition Transaction (as defined below), except for information to be provided as required by Section 11.66.9, or that involve matters protected by the attorney-client privilege or matters arising out of or related to this Agreement. (c) Any confidential information or trade secrets of Centrue Financial received by ICB, its employees or agents in the course of the consummation of the Contemplated Transactions shall be treated confidentially in accordance with the terms of the Confidentiality Agreement.

Access and Investigation. (a) For purposes of Acquiror’s continuing due diligence review of the Company and the Bank and for monitoring compliance with the terms of this Agreement, Acquiror and its Acquiror Bank and their respective Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing access to the facilitiesfacilities to the Company and the Bank, in a manner that does not interfere with the operations of the Company or the Bank to review operations, records and properties of Heritage the Company and its Subsidiaries the Bank in accordance with the provisions of this SectionSection 6.1, including with respect to the performance of site surveys and environmental assessments at Acquiror’s expense. Acquiror and its Acquiror Bank and their respective Representatives may, prior to the Closing DateClosing, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage the Company and its Subsidiaries the Bank and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its Subsidiaries. Upon request, each of Heritage and its Subsidiaries the Company will furnish to Acquiror or its Representatives, attorneys' ’ responses to auditors' ’ requests for information regarding Heritage or any of its Subsidiaries, as the case may beCompany and the Bank, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneys, such disclosure would not result in the waiver by Heritage or any of its Subsidiaries of any claim of attorney-client privilege)Acquiror, and will permit Acquiror or its and Acquiror Bank and their respective Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage the Company or any of its Subsidiariesthe Bank, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage the Company or the Bank. Acquiror shall in no event have any supervisory rights over any of the employees of the Company or the Bank during this Agreement. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by lawperiod. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if knownUpon Acquiror’s request, the agenda for or business to be discussed at such meeting. Heritage Company shall provide to Acquiror all information provided to the directors on at all such Boards meetings of the board of directors and committees of the board of directors of the Company and the Bank in connection with all such meetings or otherwise provided to the directorsdirectors or members, and shall provide any other financial reports or other analysis prepared for directors or senior management of the Company or the Bank. (c) Notwithstanding the foregoing, nothing in this Section 6.1 shall require the disclosure of any information to Acquiror or Acquiror Bank (i) regarding matters involving this Agreement, (ii) regarding pending or threatened litigation or investigations if, in the opinion of counsel to the Company, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, (iii) regarding matters involving an Acquisition Proposal or (iv) if such disclosure would be prohibited by any Legal Requirement or such information would be subject to an attorney-client privilege or work product doctrine. It is understood Acquiror agrees that any information provided to it or Acquiror Bank by the parties that Acquiror's representative will not have any voting rights Company or the Bank in accordance with respect to matters discussed at these meetings this Section 6.1 shall be used by it only in connection with this Agreement and for no other purpose and that Acquiror is not managing the business or affairs of Heritage. All all such information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6that certain Confidentiality Agreement, dated July 26, 2017, between the Company and Acquiror (the “Confidentiality Agreement”).

Access and Investigation. (a) Acquiror Solely for the purpose of permitting SBI to ascertain the correctness of the representations and warranties made in this Agreement by Princeton to SBI, SBI and its Representatives shall, shall at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage Princeton and its Subsidiaries each Princeton Subsidiary in accordance with the provisions of this Section. Acquiror SBI and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of Princeton and each of Heritage and its Subsidiaries Princeton Subsidiary and of their respective financial and legal condition as Acquiror SBI shall deem necessary or advisable to familiarize itself with such records, properties and other matters; , provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesPrinceton or any Princeton Subsidiary. Upon request, Princeton and each of Heritage and its Subsidiaries Princeton Subsidiary will furnish to Acquiror SBI or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage Princeton or any of its Subsidiariessuch Princeton Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror SBI (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage Princeton or any of its Subsidiaries Princeton Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or SBI and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage Princeton or any of its Subsidiariessuch Princeton Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror SBI or its Representatives. No investigation by Acquiror SBI or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementPrinceton. This Section shall not require the disclosure of any information the disclosure of which to Acquiror SBI would be prohibited by lawany Legal Requirement. (b) Heritage shall allow a representative Any confidential information or trade secrets of Acquiror to attend as an observer: (i) all meetings SBI received by Princeton, its employees or agents in the course of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings consummation of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings Contemplated Transactions shall be treated in confidence confidentially as provided in Section 11.6that certain Confidentiality Agreement dated November 24, 2004, between Princeton and SBI (the "PRINCETON CONFIDENTIALITY AGREEMENT"), and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing either such confidential information, or trade secrets or both shall be destroyed by Princeton or, at SBI's request, returned to SBI if this Agreement is terminated as provided in Article 11 of this Agreement. Such information shall not be used by Princeton or its agents to the detriment of SBI or any SBI Subsidiary.

Access and Investigation. (a) Acquiror FBC and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full reasonable and continuing access to the facilities, operations, records and properties of Heritage Bank and its Subsidiaries each Bank Subsidiary in accordance with the provisions of this Section. Acquiror FBC and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of Bank and each of Heritage and its Subsidiaries Bank Subsidiary and of their respective financial and legal condition as Acquiror FBC shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily unreasonably with the normal operations of Heritage and its SubsidiariesBank or any Bank Subsidiary. Upon request, Bank and each of Heritage and its Subsidiaries Bank Subsidiary will furnish to Acquiror FBC or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage Bank or any of its Subsidiariessuch Bank Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror FBC (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage Bank or any of its Subsidiaries Bank Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or FBC and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage Bank or any of its Subsidiariessuch Bank Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror FBC or its Representatives. No investigation by Acquiror FBC or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementBank. This Section shall not require the disclosure of any information the disclosure of which to Acquiror FBC would be prohibited by lawany Legal Requirement and that would result in a breach of a Person's fiduciary duties. (b) Heritage Bank shall allow a representative of Acquiror FBC to attend as an observer: (i) observer all meetings of the Board board of Directors of Heritage directors and its Subsidiaries; and (ii) all meetings committees of the committees board of each such Boarddirectors of Bank and any Bank Subsidiary, including without limitation any meeting of the audit loan committee and executive committees thereof, except for asset liability management committee of Bank or any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussedBank Subsidiary. Heritage Bank shall give reasonable notice to Acquiror FBC of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage Bank shall provide to Acquiror FBC all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings or otherwise provided to the directorsdirectors or members, and shall provide any other financial reports or other analysis prepared for senior management of Bank or any Bank Subsidiary, in each case excluding information which is privileged or is subject to any restriction on disclosure. It is understood by the parties that AcquirorFBC's representative will be acting solely as an observer, will not have any voting rights with respect to matters discussed at these meetings and that Acquiror FBC is not managing the business or affairs of HeritageBank or any Bank Subsidiary. All information obtained by Acquiror FBC at these meetings shall be treated in confidence as provided in that certain Confidentiality Agreement dated December 7, 2004, between FBC and Bank (the "BANK CONFIDENTIALITY AGREEMENT"). Notwithstanding the foregoing, FBC shall not be permitted to attend any portion of a meeting and Bank shall not be required to provide FBC with any materials, in violation of applicable law, or that relates to deliberations regarding FBC or that relates to an Acquisition Transaction (as defined below), except for information to be provided as required by Section 11.66.9 of this Agreement, or that involve matters protected by the attorney-client privilege or matters arising out of or related to this Agreement. (c) Any confidential information or trade secrets of FBC received by Bank, its employees or agents in the course of the consummation of the Contemplated Transactions shall be treated confidentially in accordance with the terms of the Confidentiality Agreement.

Access and Investigation. (a) Acquiror and its Representatives shall, at ------------------------ all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage CGB&L and its Subsidiaries the Bank in accordance with the provisions of this Section. Acquiror and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage CGB&L and its Subsidiaries the Bank and of their its respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; , provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesCGB&L or the Bank. Upon request, each of Heritage CGB&L and its Subsidiaries the Bank will furnish to Acquiror or its Representatives, Representatives attorneys' responses to auditors' requests for information regarding Heritage CGB&L or any of its Subsidiariesthe Bank, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneys, such disclosure would not result in the waiver by Heritage CGB&L or any of its Subsidiaries the Bank of any claim of attorney-client privilege), and will permit Acquiror or and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage CGB&L or any of its Subsidiariesthe Bank, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. CGB&L shall, and shall cause the Bank to, give Acquiror prior notice of each meeting of its respective board of directors and any committees thereof, including specifically the Bank's loan committee, and Acquiror shall be invited to have one of its Representatives in attendance at each such meeting as an observer. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage in this Agreement. CGB&L. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by lawany Legal Requirement. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6.

Access and Investigation. (a) Acquiror Solely for the purpose of permitting RMB to ascertain the correctness of the representations and warranties made in this Agreement by Heartland to RMB, RMB and its Representatives shall, shall at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage Heartland and its Subsidiaries each Heartland Subsidiary in accordance with the provisions of this Section. Acquiror RMB and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of Heartland and each of Heritage and its Subsidiaries Heartland Subsidiary and of their respective financial and legal condition as Acquiror RMB shall deem necessary or advisable to familiarize itself with such records, properties and other matters; , provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesHeartland or any Heartland Subsidiary. Upon request, Heartland and each of Heritage and its Subsidiaries Heartland Subsidiary will furnish to Acquiror RMB or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage Heartland or any of its Subsidiariessuch Heartland Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror RMB (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage Heartland or any of its Subsidiaries the Bank of any claim of attorney-attorney- client privilege), and will permit Acquiror or RMB and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage Heartland or any of its Subsidiariessuch Heartland Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror RMB or its Representatives. No investigation by Acquiror RMB or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementHeartland. This Section shall not require the disclosure of any information the disclosure of which to Acquiror RMB would be prohibited by lawany Legal Requirement. (b) Heritage shall allow a representative Any confidential information or trade secrets of Acquiror to attend as an observer: (i) all meetings RMB received by Heartland, its employees or agents in the course of the Board of Directors of Heritage and its Subsidiaries; and (ii) all meetings consummation of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees in connection with all such meetings or otherwise provided to the directors. It is understood by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings Contemplated Transactions shall be treated in confidence confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing either such confidential information, or trade secrets or both shall be destroyed by Heartland or, at RMB's request, returned to RMB if this Agreement is terminated as provided in Section 11.6Article 11. Such information shall not be used by Heartland or its agents to the detriment of RMB or any RMB Subsidiary.

Access and Investigation. (a) Acquiror Parent and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage GRB and its Subsidiaries each GRB Subsidiary in accordance with the provisions of this Section. Acquiror Parent and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of GRB and each of Heritage and its Subsidiaries GRB Subsidiary and of their respective financial and legal condition as Acquiror Parent shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesGRB or any GRB Subsidiary. Upon request, GRB and each of Heritage and its Subsidiaries GRB Subsidiary will furnish to Acquiror Parent or its Representatives, attorneys' ’ responses to auditors' ’ requests for information regarding Heritage GRB or any of its Subsidiariessuch GRB Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Parent (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage GRB or any of its Subsidiaries GRB Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or Parent and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage GRB or any of its Subsidiariessuch GRB Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror Parent or its Representatives. No investigation by Acquiror Parent or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementGRB. This Section shall not require the disclosure of any information the disclosure of which to Acquiror Parent would be prohibited by lawany Legal Requirement. (b) Heritage GRB shall allow a representative of Acquiror Parent to attend as an observer: (i) observer all meetings of the Board board of Directors of Heritage directors and its Subsidiaries; and (ii) all meetings committees of the committees board of each such Boarddirectors of GRB and any GRB Subsidiary, including without limitation any meeting of the audit loan committee and executive committees thereof, except for asset liability management committee of GRB or any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussedGRB Subsidiary. Heritage GRB shall give reasonable notice to Acquiror Parent of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage GRB shall provide to Acquiror Parent all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings or otherwise provided to the directorsdirectors or members, and shall provide any other financial reports or other analysis prepared for senior management of GRB or any GRB Subsidiary, in each case excluding information which is privileged or is subject to any restriction on disclosure. It is understood by the parties that Acquiror's Parent’s representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror Parent is not managing the business or affairs of HeritageGRB or any GRB Subsidiary. All information obtained by Acquiror Parent at these meetings shall be treated in confidence as provided in that certain Mutual Confidentiality Agreement dated September 14, 2007, between Parent and GRB (the “Confidentiality Agreement”). Notwithstanding the foregoing, Parent shall not be permitted to attend any portion of a meeting and GRB shall not be required to provide Parent with any materials, in violation of applicable law or that relates to an Acquisition Transaction, except for information to be provided as required by Section 11.66.9, or that involve matters protected by the attorney-client privilege or matters arising out of or related to this Agreement. (c) Any confidential information or trade secrets of Parent received by GRB, its employees or agents in the course of the consummation of the Contemplated Transactions shall be treated confidentially in accordance with the terms of the Confidentiality Agreement.

Access and Investigation. (a) Subject to any applicable Legal Requirement, Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage the Company and each of its Subsidiaries in accordance with the provisions of this SectionSection 5.1(a) as shall be necessary for the purpose of determining the Company’s continued compliance with the terms and conditions of this Agreement and preparing for the integration of Acquiror and the Company following the Effective Time. Acquiror and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of the Company and each of Heritage and its Subsidiaries and of their respective financial and legal condition conditions as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and its Subsidiaries. Upon request, each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage the Company or any of its Subsidiaries. The Company and each Bank shall permit Acquiror and its Representatives to discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and each Bank with the Company’s and each Bank’s Representatives, as is necessary or reasonably appropriate for the purposes of familiarizing itself with the businesses and operations of the Company and each Bank, to the extent allowable by applicable Legal Requirements. Upon request, the Company and each of its Subsidiaries will furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage the Company or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information to Acquiror the disclosure of which to Acquiror which, in the Company’s reasonable judgment: (i) would be prohibited by lawany applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure would reasonably be expected to affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall allow a representative of Acquiror promptly furnish to attend as an observerAcquiror: (i) all meetings a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the Board requirements of Directors of Heritage federal and its Subsidiariesstate banking laws or federal or state securities laws; and (ii) all meetings a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement. The reports, schedules, registration statements and other documents filed or furnished will fairly present the financial position of the committees of Company and each such BoardBank, including without limitation the audit and executive committees thereofas applicable, except for any such meeting if and and, to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if knownapplicable, the agenda results of its operations at the dates and for or business the periods indicated in compliance with applicable Legal Requirements. (c) The Company shall provide, and cause each of its Subsidiaries to be discussed at such meeting. Heritage shall provide provide, to Acquiror all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directorsdirectors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials; (ii) the disclosure of which would violate any applicable Legal Requirement; (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege; or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.7). It is understood All such financial information will fairly present the consolidated financial position, results of operations, shareholders’ equity and cash flows of the Company and each Bank at the dates and for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods indicated, except that unaudited financial statements may be subject to normal year-end audit adjustments required by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. GAAP. (d) All information obtained by Acquiror at these meetings in accordance with this Section 5.1 shall be treated in confidence as provided in Section 11.6that certain Confidentiality Agreement, dated as of April 11, 2018, between Acquiror and the Company (as amended, the “Confidentiality Agreement”).

Access and Investigation. (a) Acquiror Subject to any applicable Legal Requirement, Purchaser and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing such reasonable access to the facilities, operations, records and properties of Heritage the Bank and each of its Subsidiaries in accordance with the provisions of this SectionSection 4.1(a) as shall be necessary for the purpose of preparing for the operation of the Bank following the Effective Time. Acquiror Purchaser and its Representatives may, prior to the Closing Dateduring such period, make or cause to be made such reasonable investigation of the operations, records and properties of each of Heritage the Bank and its Subsidiaries and of their respective financial and legal condition conditions as Acquiror Purchaser shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and the Bank or any of its Subsidiaries. Upon request, Seller and each of Heritage and its Subsidiaries will furnish to Acquiror Purchaser or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage Seller or any of its Subsidiariessuch Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Purchaser (provided with respect to attorneysprovided, such disclosure would not result in the waiver by Heritage Seller or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage . No investigation by Purchaser or any of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror Representatives shall affect the representations and warranties made by Heritage Seller in this Agreement. This Section 4.1(a) shall not require the disclosure of any information the disclosure of which to Acquiror Purchaser, in Seller’s reasonable judgment, would be prohibited by lawany applicable Legal Requirement or would result in the breach of any agreement with any third party in effect on the date of this Agreement. If any of the restrictions in the preceding sentence shall apply, Seller and Purchaser will use their best efforts to make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) Heritage From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Seller shall allow a representative promptly furnish to Purchaser the following with respect to the Bank and each of Acquiror to attend as an observerits Subsidiaries: (i) all meetings a copy of each report, schedule, registration statement and other document filed, furnished or received during such period pursuant to the Board requirements of Directors of Heritage federal and its Subsidiariesstate banking laws or federal or state securities laws; and (ii) all meetings a copy of each report filed by with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement. (c) Seller shall cause each of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and Seller Subsidiaries to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror Purchaser all information provided to the directors on all such Boards and or members of committees in connection with all such meetings of the board of directors and committees of the board of directors of the Seller Subsidiaries or otherwise provided to the directors. It is understood directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Seller Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, or (iii) related to an Acquisition Proposal (disclosure of which shall be governed solely by the parties that Acquiror's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of Heritage. Section 4.4). (d) All information obtained by Acquiror at these meetings Purchaser in accordance with this Section 4.1 shall be treated in confidence as provided in Section 11.6that certain joint confidentiality agreement dated May 20, 2015, between Purchaser and Seller (the “Confidentiality Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (a) Acquiror and its Representatives the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, at all times and shall cause the respective Representatives of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during normal business hours and with reasonable advance notice prior of the Company to the Closing DateCompany’s designated Representatives and to properties, have full assets and continuing access to all existing books, records, documents and information relating to the facilitiesAcquired Corporations, operations, records and properties of Heritage promptly provide Parent and its Subsidiaries in accordance Parent’s Representatives with all reasonably requested information regarding the provisions of this Section. Acquiror and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation business of the operationsAcquired Corporations and such additional financial, records and properties of each of Heritage and its Subsidiaries and of their respective financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties operating and other mattersdata and information regarding the Acquired Corporations, as Parent may reasonably request; provided, however, that any such access or investigation shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and in such a manner as not to unreasonably interfere unnecessarily with the normal operations operation of Heritage and its Subsidiariesthe business of the Acquired Corporations. Upon request, each of Heritage and its Subsidiaries will furnish to Acquiror or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage or Nothing herein shall require any of its Subsidiaries, as the case may be, and such financial and operating data and other Acquired Corporations to disclose any information reasonably requested by Acquiror to Parent to the extent (provided with respect to attorneys, i) such disclosure would not result would, in the waiver by Heritage or Company’s reasonable discretion (x) jeopardize any of its Subsidiaries of any claim of attorney-client privilegeor other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (y) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and will used reasonable best efforts to permit Acquiror disclosure to the extent permitted by Legal Requirements) or its Representatives (z) contravene any Contract to discuss which an Acquired Corporation is a party (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract) or (ii) such information directly with any individual or firm performing auditing or accounting functions for Heritage or any is included in the minutes of its Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror shall affect the representations and warranties made by Heritage in this Agreement. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by law. (b) Heritage shall allow a representative of Acquiror to attend as an observer: (i) all meetings of the Board of Directors or its committees and relates to the discussion by the Board of Heritage and its Subsidiaries; and (ii) all meetings Directors or any applicable committee of the committees Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of each such BoardDirectors, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussed. Heritage shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage shall provide to Acquiror all information provided to the directors on all such Boards and committees whether in connection with all such meetings a specific meeting, or otherwise provided relating to such subject matter). Notwithstanding anything to the directorscontrary herein, the Acquired Corporations may satisfy their obligations set forth above to provide access to personnel, assets, books, records, work papers and any other documents and information by electronic means if physical access would not be permitted under the applicable Legal Requirements (including any COVID-19 Measures). It is understood by the parties that Acquiror's representative will not have any voting rights with With respect to matters discussed at these meetings the information disclosed pursuant to this Section 5.1, Parent shall comply with, and that Acquiror is not managing shall instruct Parent’s Representatives to comply with, all of its obligations under the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6Confidential Disclosure Agreement dated March 22, 2022, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. (a) Acquiror ISBF and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage MidWestOne and its Subsidiaries each MidWestOne Subsidiary in accordance with the provisions of this Section. Acquiror ISBF and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of MidWestOne and each of Heritage and its Subsidiaries MidWestOne Subsidiary and of their respective financial and legal condition conditions as Acquiror ISBF shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and its SubsidiariesMidWestOne or any MidWestOne Subsidiary. Upon request, MidWestOne and each of Heritage and its Subsidiaries MidWestOne Subsidiary will furnish to Acquiror ISBF or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage MidWestOne or any of its Subsidiariessuch MidWestOne Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror ISBF (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage MidWestOne or any of its Subsidiaries MidWestOne Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or ISBF and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage MidWestOne or any of its Subsidiariessuch MidWestOne Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror ISBF or its Representatives. No investigation by Acquiror ISBF or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementMidWestOne. This Section shall not require the disclosure of any information the disclosure of which to Acquiror ISBF would be prohibited by lawany Legal Requirement. (b) Heritage MidWestOne shall allow a representative of Acquiror ISBF reasonably acceptable to MidWestOne to attend as an observer: (i) all meetings of the Board board of Directors directors of Heritage MidWestOne and its Subsidiarieseach MidWestOne Subsidiary; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof 6.6 is discussed, or MidWestOne is advised by its counsel that the participation by such observer would result in a waiver of MidWestOne’s attorney-client privilege. Heritage MidWestOne shall give reasonable notice to Acquiror ISBF of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage MidWestOne shall provide to Acquiror ISBF all information provided to the directors on all such Boards boards and committees in connection with all such meetings or otherwise provided to the directors, except to the extent that such information relates to any amendment to this Agreement or discusses the merits of any Acquisition Transaction, or MidWestOne is advised by its counsel that the receipt of such information by such observer would result in a waiver of MidWestOne’s attorney-client privilege. It is understood by the parties that Acquiror's representative ISBF’s Representative will not have any voting rights with respect to matters discussed at these meetings and shall remain silent during all proceedings, and that Acquiror ISBF is not managing the business or affairs of HeritageMidWestOne. All information obtained by Acquiror ISBF at these meetings shall be treated in confidence as provided in Section 11.6that certain Mutual Non-Disclosure Agreement dated April 24, 2007, between MidWestOne and ISBF (the “Confidentiality Agreement”).

Access and Investigation. (a) Acquiror Princeton and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage SBI and its Subsidiaries each SBI Subsidiary in accordance with the provisions of this Section. Acquiror Princeton and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of SBI and each of Heritage and its Subsidiaries SBI Subsidiary and of their respective financial and legal condition as Acquiror Princeton shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesSBI or any SBI Subsidiary. Upon request, SBI and each of Heritage and its Subsidiaries SBI Subsidiary will furnish to Acquiror Princeton or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage SBI or any of its Subsidiariessuch SBI Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Princeton (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage SBI or any of its Subsidiaries SBI Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or Princeton and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage SBI or any of its Subsidiariessuch SBI Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror Princeton or its Representatives. No investigation by Acquiror Princeton or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementSBI. This Section shall not require the disclosure of any information the disclosure of which to Acquiror Princeton would be prohibited by lawany Legal Requirement. (b) Heritage SBI shall allow a representative of Acquiror Princeton to attend as an observer: (i) observer all meetings of the Board board of Directors of Heritage directors and its Subsidiaries; and (ii) all meetings committees of the committees board of each such Boarddirectors of SBI and any SBI Subsidiary, including without limitation any meeting of the audit loan committee and executive committees thereof, except for asset liability management committee of SBI or any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussedSBI Subsidiary. Heritage SBI shall give reasonable notice to Acquiror Princeton of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage SBI shall provide to Acquiror Princeton all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings or otherwise provided to the directorsdirectors or members, and shall provide any other financial reports or other analysis prepared for senior management of SBI or any SBI Subsidiary, in each case excluding information which is privileged or is subject to any restriction on disclosure. It is understood by the parties that AcquirorPrinceton's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror Princeton is not managing the business or affairs of HeritageSBI or any SBI Subsidiary. All information obtained by Acquiror Princeton at these meetings shall be treated in confidence as provided in that certain Confidentiality Agreement dated February, 2005, between Princeton and SBI (the "SBI CONFIDENTIALITY AGREEMENT"). Notwithstanding the foregoing, Princeton shall not be permitted to attend any portion of a meeting and SBI shall not be required to provide Princeton with any materials, in violation of applicable law or that relates to an Acquisition Transaction (as defined below), except for information to be provided as required by Section 11.66.9 of this Agreement, or that involve matters protected by the attorney-client privilege or matters arising out of or related to this Agreement. (c) Any confidential information or trade secrets of Princeton received by SBI, its employees or agents in the course of the consummation of the Contemplated Transactions shall be treated confidentially in accordance with the terms of the Confidentiality Agreement.

Access and Investigation. (a) Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage Company and its Subsidiaries each Company Subsidiary in accordance with the provisions of this Section. Acquiror and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of Company and each of Heritage and its Subsidiaries Company Subsidiary and of their respective financial and legal condition conditions as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and its SubsidiariesCompany or any Company Subsidiary. Upon request, Company and each of Heritage and its Subsidiaries Company Subsidiary will furnish to Acquiror or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage Company or any of its Subsidiariessuch Company Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage Company or any of its Subsidiaries Company Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage Company or any of its Subsidiariessuch Company Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by Acquiror or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementCompany. This Section shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by lawany Legal Requirement. (b) Heritage Company shall allow a representative of Acquiror reasonably acceptable to Company to attend as an observer: (i) all meetings of the Board board of Directors directors of Heritage Company and its Subsidiarieseach Company Subsidiary; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for except, in each case, if Company is advised by any applicable Regulatory Authority that the participation of such meeting observer is impermissiable or if and to Company is advised by its counsel that the extent that any amendment to this Agreement or the Stock Option Agreement or the merits participation by such observer would result in a waiver of any Acquisition Transaction described in Section 6.7 hereof is discussedCompany’s attorney-client privilege. Heritage Company shall give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage Company shall provide to Acquiror all information provided to the directors on all such Boards boards and committees in connection with all such meetings or otherwise provided to the directors, except to the extent that such information relates to any amendment to this Agreement, or Company is advised by its counsel that the receipt of such information by such observer would result in a waiver of Company’s attorney-client privilege. It is understood by the parties that Acquiror's representative ’s Representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of HeritageCompany. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6the Confidentiality Agreement.

Access and Investigation. (a) Acquiror MSTI and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of Heritage Citizens and its Subsidiaries each Citizens Subsidiary in accordance with the provisions of this Section. Acquiror MSTI and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of Citizens and each of Heritage and its Subsidiaries Citizens Subsidiary and of their respective financial and legal condition as Acquiror MSTI shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Heritage and its SubsidiariesCitizens or any Citizens Subsidiary. Upon request, Citizens and each of Heritage and its Subsidiaries Citizens Subsidiary will furnish to Acquiror MSTI or its Representatives, attorneys' responses to auditors' requests for information regarding Heritage Citizens or any of its Subsidiariessuch Citizens Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror MSTI (provided provided, with respect to attorneys, such disclosure would not result in the waiver by Heritage Citizens or any of its Subsidiaries Citizens Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or MSTI and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage Citizens or any of its Subsidiariessuch Citizens Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror MSTI or its Representatives. No investigation by Acquiror MSTI or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementCitizens. This Section shall not require the disclosure of any information the disclosure of which to Acquiror MSTI would be prohibited by lawany Legal Requirement. (b) Heritage Citizens shall allow a representative of Acquiror MSTI to attend as an observer: (i) observer all meetings of the Board board of Directors of Heritage directors and its Subsidiaries; and (ii) all meetings committees of the committees board of each such Boarddirectors of Citizens and any Citizens Subsidiary, including without limitation any meeting of the audit loan committee and executive committees thereof, except for asset liability management committee of Citizens or any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussedCitizens Subsidiary. Heritage Citizens shall give reasonable notice to Acquiror MSTI of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Heritage Citizens shall provide to Acquiror MSTI all information provided to the directors on all such Boards and boards or members of such committees in connection with all such meetings or otherwise provided to the directorsdirectors or members, and shall provide any other financial reports or other analysis prepared for senior management of Citizens or any Citizens Subsidiary, in each case excluding information which is privileged or is subject to any restriction on disclosure. It is understood by the parties that AcquirorMSTI's representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror MSTI is not managing the business or affairs of HeritageCitizens or any Citizens Subsidiary. All information obtained by Acquiror MSTI at these meetings shall be treated in confidence as provided in Section 11.6that certain Confidentiality Agreement dated July 6, 2004, between MSTI and Citizens (the "CONFIDENTIALITY AGREEMENT"). Notwithstanding the foregoing, MSTI shall not be permitted to attend any portion of a meeting and Citizens shall not be required to provide MSTI with any materials, in violation of applicable law or that relates to an Acquisition Transaction (as defined below), except for information to be provided as required by SECTION 6.9, or that involve matters protected by the attorney-client privilege or matters arising out of or related to this Agreement. (c) Any confidential information or trade secrets of MSTI received by Citizens, its employees or agents in the course of the consummation of the Contemplated Transactions shall be treated confidentially in accordance with the terms of the Confidentiality Agreement.

Access and Investigation. (a) Acquiror Prior to the Closing Date, Old Second and its Representatives shall, at all times during normal business hours and with reasonable advance notice prior to the Closing Datenotice, have full and continuing access to the facilities, operations, records and properties of Heritage HeritageBanc and its Subsidiaries each HeritageBanc Subsidiary in accordance with the provisions of this SectionSection 6. 1. Acquiror Old Second and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of HeritageBanc and each of Heritage and its Subsidiaries HeritageBanc Subsidiary and of their respective financial and legal condition conditions as Acquiror Old Second shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily materially with the normal operations of Heritage and its SubsidiariesHeritageBanc or any HeritageBanc Subsidiary. Upon request, HeritageBanc and each of Heritage and its Subsidiaries HeritageBanc Subsidiary will furnish to Acquiror Old Second or its Representatives, Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Heritage HeritageBanc or any of its Subsidiariessuch HeritageBanc Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror Old Second (provided that, with respect to attorneys, such disclosure would not result in the waiver by Heritage HeritageBanc or any of its Subsidiaries HeritageBanc Subsidiary of any claim of attorney-client privilege), and will permit Acquiror or Old Second and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Heritage HeritageBanc or any of its Subsidiariessuch HeritageBanc Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror Old Second or its Representatives. No investigation by Acquiror Old Second or any of its Representatives shall affect the representations and warranties made by Heritage in this AgreementHeritageBanc. This Section 6.1 shall not require the disclosure of any information the disclosure of which to Acquiror Old Second would be prohibited by lawany Legal Requirement. (b) Heritage HeritageBanc shall allow a representative Representative of Acquiror Old Second reasonably acceptable to HeritageBanc to attend in person or telephonically, as an observer: (i) , all meetings of the Board officer loan review committee of Directors of HeritageBanc and Heritage and its Subsidiaries; and (ii) all meetings of the committees of each such Board, including without limitation the audit and executive committees thereof, except for any such meeting if and to the extent that any amendment to this Agreement or the Stock Option Agreement or the merits of any Acquisition Transaction described in Section 6.7 hereof is discussedBank. Heritage HeritageBanc shall give reasonable notice to Acquiror Old Second of any such meeting and, if known, the agenda and other documents for or business to be discussed at such meeting. Heritage HeritageBanc shall also provide to Acquiror Old Second all written information provided to the directors on all such Boards and committees of HeritageBanc or Heritage Bank in connection with all such meetings or otherwise provided any meeting of their respective boards of directors, except to the directorsextent that such information relates to any amendment to this Agreement or discusses the merits of any Acquisition Transaction, or HeritageBanc is advised by its counsel that the receipt of such information by such observer would result in a waiver of HeritageBanc’s attorney-client privilege. It is understood by the parties that Acquiror's representative Old Second’s Representative will not have any voting rights with respect to matters discussed at these meetings and shall remain silent during all proceedings, and that Acquiror Old Second is not managing the business or affairs of Heritage. All information obtained by Acquiror at these meetings shall be treated in confidence as provided in Section 11.6HeritageBanc.