Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall not, and shall cause their respective officers, directors, employees, investment bankers, attorneys or other agents not to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Target Acquisition Proposal or any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any agreement such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with respect to a Target such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):“

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each Party agrees that it will not, and shall will cause their respective its Subsidiaries and its and its Subsidiaries’ officers, directors, employees, investment bankers, attorneys or other agents Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations concerning, (iii) provide any nonpublic information or data to, or have or participate in any discussions with, any Person relating to, or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to, an Acquisition Proposal; provided that, in the event either Party receives an unsolicited bona fide written Acquisition Proposal and such Party’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to constitute a Superior Proposal, such Party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, prior to (but not after) the BNY Shareholders’ Meeting or the Mellon Shareholders’ Meeting, as applicable, furnish or cause to be furnished nonpublic information or data to, and participate in negotiations or discussions with, the Person making such Acquisition Proposal to the extent that the Board of Directors of such Party concludes in good faith (after receiving the advice of its outside counsel and consultation with its financial advisors) that failure to take such actions would result in a violation of its fiduciary duties under applicable Law; provided further that, prior to providing any nonpublic information or data permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement. Each Party will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than the other Party with respect to any Acquisition Proposal. Each Party will promptly (and in all events within 24 hours) advise the other Party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the identity of the Person making such Acquisition Proposal and the material terms thereof), will keep the other Party apprised on a current basis of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal as it may be amended, revised or supplemented from time to time, and of the execution and delivery of any confidentiality agreement with respect to a Target between such Party and the Person making such Acquisition Proposal) and will provide to the other Party on a current basis all material and information delivered or made available to the Person making such Acquisition Proposal to the extent such material and information was not previously furnished or made available to such other Party. Without limiting the foregoing, or (iii) engage or participate each Party shall notify the other Party, orally and in writing, within 24 hours if it enters into discussions or negotiations with, with another Person concerning an Acquisition Proposal or disclose any nonpublic provides non-public information relating to Target or its Subsidiaries, respectively, or furnish data to any Person any information in accordance with respect this Section 5.13. Each of the Parties shall, and shall cause Newco to, use its reasonable best efforts to enforce (and not waive or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, amend any provision of) any existing confidentiality or standstill agreements to which it or any of any stand-still or similar agreement in effect on the date hereof its Subsidiaries is a party relating to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to accordance with the extent that (with respect to this Section 7.2(a) only):terms thereof.

Acquisition Proposals. (a) From the date hereof until the termination of Except as expressly permitted by this AgreementSection 7.07, Target and its Subsidiaries shall each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any Person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any Person relating to any Acquisition Proposal (except to notify a Person that has made, or to the knowledge of such party, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 7.07), or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 7.07) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the CBC Shareholder Approval, in the case of CBC, or the SCB Shareholder Approval, in the case of SCB, such party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the Person making the Acquisition Proposal if the Board of Directors of such party determines in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable Law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the Person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such Person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Person other than CBC or SCB, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within forty-eight (48) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any agreement such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the Person making such inquiry or Acquisition Proposal in connection with respect to a Target such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in this Section 7.2(a) shall prohibit Target and accordance with the terms thereof; provided, that notwithstanding anything to the contrary herein, CBC or SCB may, prior to the receipt of the CBC Shareholder Approval, in the case of CBC, or the SCB Shareholder Approval, in the case of SCB, grant a waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential Acquisition Proposal to be made to such party or its Board of Directors from so long as such party promptly notifies the other party thereof (xincluding the identity of such counterparty) taking after granting any such waiver, amendment or release and disclosing a position the Board of Directors of such party determines prior to the grant of such waiver, amendment or release in good faith, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, that the failure to take such action would be reasonably expected to result in a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):its fiduciary duties under applicable law.

Acquisition Proposals. (a) From the date hereof until the termination The Company agrees that neither it nor any of this Agreement, Target and its Subsidiaries shall not, and shall cause nor any of their respective officers, directors, employeesemployees and Affiliates shall, investment bankersand that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any financial advisor, attorneys attorney or other agents accountant retained by it or acting on its behalf) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal or otherwise facilitate any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement offer with respect to a Target an Acquisition Proposal. The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors, employees and Affiliates shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives (including any financial advisor, attorney or accountant retained by it or acting on its behalf) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or (iii) engage otherwise facilitate any effort or participate in discussions attempt to make or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target implement an Acquisition Proposal. Nothing ; provided, however, that nothing contained in this Section 7.2(a) Agreement shall prohibit Target and its prevent the Company or the Company Board of Directors from (xA) taking complying with Rule 14d-9 and disclosing a position Rule 14d-2 under the Exchange Act with respect to an Acquisition Proposal; provided, that such rules will in no way eliminate or modify the effect that any action pursuant to such rules would otherwise have under this Agreement; (B) at any time prior, but not after, the Company Shareholder Approval is obtained, providing information in response to a tender offer request therefor by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that who has submitted made an unsolicited bona fide written Target Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive in the aggregate to the other party than those contained in the Confidentiality Agreement; or (C) engaging in any negotiations or discussions with any Person who has made not in violation of this Agreement or any standstill agreement if, an unsolicited bona fide written Acquisition Proposal if and only to the extent that, in each such case referred to in clause (B) or (C) above, the Company Board determines in good faith (after consultation with outside legal counsel) that (the failure to take such action would reasonably be expected to violate the directors’ fiduciary duties under applicable Law. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will take the necessary steps to promptly inform the individuals referred to in the first sentence hereof of the obligations undertaken in this Section 7.2(a) only):5.08. The Company agrees that it will notify Parent promptly, but in no event later than the next succeeding Business Day, if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep Parent informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations.

Acquisition Proposals. (a) From the date hereof until the termination Each party agrees that it will not, will cause each of this Agreement, Target and its Subsidiaries shall not, not to and shall will cause its and their respective officers, directorsdirectors and employees not to, employeesand will use its reasonable best efforts to cause its agents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate any Target inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or non-binding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Capital One Vote, in the case or Capital One, or the Requisite Discover Vote, in the case of Discover, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Discover or Capital One, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any agreement such Acquisition Proposal and any draft agreements, proposals or other materials received in connection with respect to a Target any such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) Each party shall prohibit Target and use its Board of Directors from (x) taking and disclosing a position with respect reasonable best efforts to a tender offer by a third party pursuant enforce any existing confidentiality or standstill agreements to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement which it or any standstill agreement if, and only to of its Subsidiaries is a party in accordance with the extent that (with respect to this Section 7.2(a) only):terms thereof.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Professional agrees that it will not, and shall will cause their respective its directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate or knowingly encourage any Target Acquisition Proposal or any facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into engage or participate in any agreement with respect to a Target Acquisition Proposalnegotiations concerning, or (iii) engage provide any confidential or nonpublic information or data to, or have or participate in any discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted relating to, any Acquisition Proposal; provided, that, in the event Professional receives an unsolicited bona fide written Target Acquisition Proposal made that does not in violation of violate (i) and (ii) above at any time prior to, but not after, the time this Agreement or any standstill agreement ifis adopted by the Professional Shareholder Approval, and only Professional’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Professional may, and may permit its officers and Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of Professional concludes in good faith (and based on the written advice of outside legal counsel) that failure to take such actions would reasonably be expected to result in a breach of its fiduciary obligations to the Professional Shareholders under applicable Law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Professional shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement. Professional will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Seacoast with respect to any Acquisition Proposal. Professional shall promptly (and in any event within two Business Days) advise Seacoast following the receipt or notice of any Acquisition Proposal and the substance thereof (including the identity of the Person making such Acquisition Proposal), and will keep Seacoast apprised of any related developments, discussions and negotiations on a current basis. Professional agrees that any breach by its Representatives of this Section 7.2(a) only):4.12 shall be deemed a breach by Professional.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries The Company shall not, and nor shall cause their respective officers, directors, employees, investment bankers, attorneys it authorize or other agents not permit any of its Representatives to, directly or indirectly, (i) take any action to solicit, initiate or knowingly encourage any Target Third Party (as defined in this Section 6.8) with respect to the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any Third Party any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes constitutes, or could may reasonably be expected to lead to a Target to, any Acquisition Proposal; provided, (ii) enter into any agreement with respect to a Target Acquisition Proposalhowever, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) that the foregoing shall not prohibit Target and its the Board of Directors from of the Company (xor, if applicable, the duly appointed Special Committee thereof) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(afrom: (i) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into discussions or negotiations with, any Person that has submitted Third Party in connection with an unsolicited bona fide written Target Acquisition Proposal made by such Third Party if, and to the extent that, the Board of Directors of the Company (or the Special Committee), after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), determines in good faith that such action is required for the Board of Directors of the Company to comply with its fiduciary obligations to stockholders under applicable law; (ii) withdrawing or modifying its recommendation referred to in Section 4.1(k) following receipt of a bona fide unsolicited Acquisition Proposal if the Board of Directors of the Company (or the Special Committee), after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), determines in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law; or (iii) making to the Company's stockholders any recommendation and related filing with the SEC as required by Rule 14e-2 and 14d-9 under the Exchange Act, with respect to any tender offer, or taking any other legally required action (including, without limitation, the making of public disclosures as may be necessary or advisable under applicable securities laws); and provided further, however, that, in the event of an exercise of the Company's or its Board of Director's (or the Special Committee's) rights under clause (i), (ii) or (iii) above, notwithstanding anything contained in this Agreement to the contrary, such failure shall not in violation constitute a breach of this Agreement by the Company. The Company shall provide immediate written notice to Parent of the receipt of any such Acquisition Proposal and of the Company's intention to furnish information to, or enter into discussions or negotiations with, such person or entity. For purposes of this Agreement, (i) "Acquisition Proposal" means any standstill agreement if, and only to the extent that (proposal with respect to this a merger, consolidation, share exchange, tender offer or similar transaction involving the Company, or any purchase or other acquisition of all or any significant portion of the assets of the Company, or any equity interest in the Company, other than the transactions contemplated hereby and (ii) "Third Party" means any corporation, partnership, person or other entity or "group" (as defined in Section 7.2(a13(d)(3) only):of the Exchange Act) other than Parent, Sub or any Affiliates of Parent or Sub and their respective directors, officers, employees, representatives and agents.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries The Company shall not, and shall cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions any negotiations with any person concerning or negotiations with, (iii) provide any confidential or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way with a Target discussions with, any person relating to, any Acquisition Proposal. Nothing contained ; provided, that, prior to receipt of the Requisite Company Vote, in the event the Company receives an unsolicited bona fide written Acquisition Proposal after the date of this Section 7.2(a) shall prohibit Target Agreement and its Board of Directors from concludes in good faith (x) taking after receiving the advice of its outside counsel, and disclosing a position with respect to financial matters, its financial advisors) that such Acquisition Proposal constitutes or is more likely than not to result in a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Superior Proposal, so long as simultaneously with such waiverthe Company may, such parties become subject and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including be furnished nonpublic information to, or entering into data and participate in such negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would reasonably be expected to violate its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have entered into a confidentiality agreement with such third party on terms, in all material respects, no less favorable to it than the Confidentiality Agreement. The Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. The Company will promptly (and in any event within twenty-four (24) hours) advise Parent in writing following receipt of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal, the latest material terms and conditions of such Acquisition Proposal, or any amendment or modification thereof), and will promptly (and in any event within twenty-four (24) hours) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such Acquisition Proposal. The Company shall use its reasonable best efforts, subject to applicable law and the fiduciary duties of the Board of Directors of the Company, to enforce any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal in accordance with its terms. The Company shall use its reasonable best efforts, subject to applicable law, to, within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its affiliates) pursuant to any such confidentiality, standstill or similar agreement. Unless this Agreement is contemporaneously terminated in accordance with its terms, the Company shall not, and shall cause its Representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement or other definitive transaction agreement (other than a confidentiality agreement referred to and entered into in accordance with this Section 7.2(a6.12(a)) only):relating to any Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Anchor shall not, and shall cause its Subsidiaries and cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into engage or participate in any agreement negotiations with respect to a Target Acquisition Proposalany person concerning, or (iii) engage provide any confidential or nonpublic information or data to, or have or participate in any discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted person relating to, any Acquisition Proposal; provided, that, prior to the receipt of the Requisite Anchor Vote, in the event Anchor receives an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement ifProposal, it may, and only may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would be more likely than not to to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Anchor shall have provided such information to Old National, and shall have entered into a confidentiality agreement with such third party on terms no less favorable than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Anchor. Anchor will, and will cause its Subsidiaries and the Representatives of Anchor and its Subsidiaries to, (A) immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Section 7.2(aAgreement with any person other than Old National with respect to any Acquisition Proposal, (B) only):request and confirm the prompt return or destruction of all confidential information previously furnished with respect to any Acquisition Proposal, and (C) not terminate, waive,

Acquisition Proposals. (a) (i) From and after the date hereof of this Agreement until the earlier of the Effective Time or the termination of this AgreementAgreement in accordance with Article IX, Target and its Subsidiaries Regis shall not, and nor shall cause it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize or permit any of their respective officers, directors, employees, investment bankers, attorneys representatives or other agents not to, directly or indirectly, (iA) take any action to solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any Target inquiries regarding, or the making of any offer or proposal which constitutes or that would reasonably be expected to lead to, any Regis Acquisition Proposal, (B) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement, or other agreement related to any Regis Acquisition Proposal (each, a “Regis Acquisition Agreement”) or (C) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any offer or proposal that constitutes constitutes, or could that would reasonably be expected to lead to a Target to, any Regis Acquisition Proposal; provided, (ii) enter into however, that if, at any agreement with respect time prior to a Target Acquisition Proposalthe Regis Shareholders Meeting, or (iii) engage or participate in discussions or negotiations with, or disclose and without any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in breach of the terms of this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act7.5(a), (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted Regis receives an unsolicited bona fide written Target Regis Acquisition Proposal made not from any Person that in violation the good faith judgment of this Agreement Regis’s Board of Directors constitutes, or any standstill agreement ifis reasonably likely to lead to, and only to the extent that a Superior Regis Proposal, Regis may (x) furnish information (including non-public information) with respect to this Section 7.2(aRegis to any such Person pursuant to a confidentiality agreement containing terms no less restrictive on such Person than those in the Confidentiality Agreement are to Xxxxxxx-Xxxxxx and (y) only):participate in negotiations with such Person regarding such Regis Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries National Penn shall not, and shall cause its Subsidiaries and cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal; provided, that, prior to the receipt of the Requisite National Penn Vote, in the event National Penn receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, National Penn shall have provided such information to Parent, and shall have entered into a confidentiality agreement with such third party on terms no less favorable than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with National Penn. National Penn will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. National Penn will promptly (and in any event within one (1) business day) advise Parent following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or could inquiry which would reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (iiincluding the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will promptly (and in any event within one (1) business day) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. National Penn shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. Unless this Agreement has been terminated in accordance with its terms, National Penn shall not, and shall cause its Subsidiaries and cause its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):letter

Acquisition Proposals. (a) From the date hereof until the termination The Company agrees that neither it nor any of this Agreement, Target and its Subsidiaries shall not, and shall cause nor any of their respective officers, directorsdirectors and employees shall, employeesand that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any financial advisor, investment bankers, attorneys attorney or other agents accountant retained by it) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal or otherwise facilitate any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement offer with respect to a Target an Acquisition Proposal. The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors and employees shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives (including any financial advisor, attorney or accountant retained by it) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or (iii) engage otherwise facilitate any effort or participate in discussions attempt to make or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target implement an Acquisition Proposal. Nothing ; provided, however, that nothing contained in this Section 7.2(a) Agreement shall prohibit Target and its prevent the Company or the Company Board of Directors from (xA) taking and disclosing a position complying with respect its disclosure obligations under federal or state law; (B) at any time prior, but not after the Company Meeting is convened, providing information in response to a tender offer request therefor by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that who has submitted made an unsolicited bona fide written Target Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement; (C) engaging in any negotiations or discussions with any Person who has made not in violation an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the shareholders of this Agreement or any standstill agreement ifthe Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board determines in good faith (after consultation with outside legal counsel) that such action is, in the absence of the foregoing proscriptions, legally required in order for its directors to comply with their respective fiduciary duties under applicable Law and (ii) in each such case referred to in clause (C) or (D) above, the Company Board determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal is a Superior Proposal. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will take the necessary steps to promptly inform the individuals referred to in the first sentence hereof of the obligations undertaken in this Section 7.2(a6.06. The Company agrees that it will notify Parent promptly, but in no event later than the next succeeding Business Day, if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep Parent informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. As used in this Agreement, (i) only):“Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries and (ii) any proposal or offer to

Acquisition Proposals. (a) From Except to the extent expressly permitted by Section 7.17, from the date hereof until the termination of Effective Time or, if earlier, the date on which this AgreementAgreement is terminated in accordance with Article IX, Target and its Subsidiaries the Company shall not, and shall cause their its Subsidiaries and its and its Subsidiaries’ respective officers, directors, employees, agents and representatives (including any investment bankers, attorneys or other agents accountants retained by it or any of its Subsidiaries) (“Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage knowingly facilitate (including by way of providing confidential information) the submission of any Target Acquisition Proposal inquiries, proposals or offers (whether firm or hypothetical) or any inquiries other efforts or the making of any proposal attempts that constitutes constitute or could may reasonably be expected to lead to a Target to, any Acquisition Proposal, (ii) enter into have any agreement discussions with respect or provide any confidential information or data to a Target any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, (iii) approve or recommend any Acquisition Proposal, or (iiiiv) engage approve or participate in discussions or negotiations withrecommend, or disclose any nonpublic information relating propose publicly to Target approve or its Subsidiaries, respectivelyrecommend, or furnish execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or other similar agreement related to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained ; provided, however, that it is understood and agreed that any Change in Company Recommendation permitted under Section 7.3(b) shall in and of itself not be deemed to be a breach or violation of this Section 7.2(a) shall prohibit Target and its Board 7.4(a). Notwithstanding the foregoing provisions of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Actthis Section 7.4(a), (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining event that the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted Company receives an unsolicited bona fide written Target Acquisition Proposal made not and the Company’s board of directors concludes in violation of this Agreement good faith that such Acquisition Proposal constitutes or any standstill agreement ifis reasonably likely to result in a Superior Proposal, the Company may, and only may permit its Subsidiaries and its and their Representatives to, prior to (but not after) the date of the Company Shareholders Meeting, take any action described in clause (ii) above to the extent that the Company’s board of directors concludes in good faith (with respect after receiving the advice of its outside counsel) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable Law; provided, however, that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this Section 7.2(a) only):sentence, the Company shall have entered into a written confidentiality agreement with such third party on terms no less favorable to the Company than the Company Confidentiality Agreement and the Company shall promptly provide to Parent an executed copy of such confidentiality agreement; and provided, further, that the Company shall promptly provide Parent with any non-public information concerning the Company or its Subsidiaries provided to such person which was not previously provided or made available to Parent (or its Representatives).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or knowingly facilitate any inquiries or the making of proposals with respect to any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or any negotiations with, or disclose with any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to person concerning any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long (iii) provide any confidential or nonpublic information or data to any person (other than Parent, Parent Bank and their Representatives in their capacity as simultaneously such) concerning any Acquisition Proposal or (iv) have or participate in any discussions with any person (other than Parent, Parent Bank and their Representatives in their capacity as such) relating to any Acquisition Proposal, except, for purposes of this clause (iv) to notify such waiverperson of the existence of the provisions of this Section 6.13(a); provided that prior to the date of the Company Meeting, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreementevent the Company receives from any person other than Parent, Parent Bank or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted their respective Representatives an unsolicited bona fide written Target Acquisition Proposal made that did not in violation result from a breach of this Agreement or any standstill agreement ifSection 6.13, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data to, and participate in, discussions with such person with respect to such Acquisition Proposal but only to the extent that that, prior to doing so, its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that (A) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (B) failure to take such actions would result in a violation of its fiduciary duties under Law; provided, further, that, prior to providing any nonpublic information or data or participating in any discussions, in each case, permitted pursuant to the foregoing proviso, the Company shall have provided such information or data to Parent and shall have entered into a confidentiality agreement with such person on terms no less stringent to such person than the terms of the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company or its Representatives. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2(a) only):6.13 by any Subsidiary or Representative of the Company shall constitute a breach of this Section 6.13 by the Company.

Acquisition Proposals. (a) From the date hereof until the termination of this AgreementMercer shall not authorize or permit any officer, Target and its Subsidiaries shall notdirector or employee of, and shall cause their respective officersor any investment banker, directorsattorney, employees, investment bankers, attorneys accountant or other agents not advisor or representative of, Mercer or any Mercer Subsidiary to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Target Acquisition Proposal or any inquiries or the making submission of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, as defined below, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in any discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectivelyregarding, or furnish to any Person any information with respect to, or otherwise cooperate in agree to or endorse, or take any way with a Target other action to facilitate any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Nothing , (iii) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Buyer, the Mercer Recommendation, (iv) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, or (v) enter into any letter of intent, agreement in principal or Contract providing for, relating to or in connection with, any Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal; provided, however, that prior to the Mercer Shareholder Meeting, nothing contained in this Section 7.2(a) Agreement shall prohibit Target and prevent Mercer or its Board of Directors from taking any of the actions described in clauses (xii) taking and disclosing a position with respect through (v) above in response to a tender offer any unsolicited bona fide written Acquisition Proposal by a third party pursuant Third Party, if, only to Rules 14d-9 the extent that and 14e-2(a) under the Exchange Actonly so long as, (yA) waivingsuch Acquisition Proposal would, or agreeing to waiveif consummated, any provision of any stand-still or similar agreement result in effect on the date hereof to allow a Person to make a Target Acquisition Superior Proposal, so long as simultaneously with such waiverdefined below, such parties become subject to stand-still provisions at least as restrictive as those and, in the Confidentiality Agreementreasonable good faith judgment of Xxxxxx’x Board of Directors, or following consultation with its independent financial advisors, the Third Party making such Superior Proposal has the financial means to conclude such transaction, (zB) the failure to take such action would in the reasonable good faith judgment of Xxxxxx’x Board of Directors, after consultation with Xxxxxx’x outside corporate counsel, violate the fiduciary duties of Xxxxxx’x Board of Directors under Applicable Law, (C) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic such non-public information to, or entering into discussions or negotiations with, any Person such Third Party, Xxxxxx’x Board of Directors receives from such Third Party an executed confidentiality agreement with provisions not less favorable to Mercer than those contained in the Confidentiality Agreement, and (D) Mercer shall have provided Buyer all materials and information required under Section 5.4(c) to be delivered by Mercer to Buyer and shall have fully complied with this Section 5.4; provided, further, that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation immediately after the execution and delivery of this Agreement Agreement, Mercer will cease and terminate any existing activities, discussions or negotiations with any standstill agreement if, and only to the extent that (Third Parties conducted heretofore with respect to any possible Acquisition Proposal. Mercer agrees that following its receipt of a Superior Proposal and its full compliance with Section 5.4(c), Buyer shall have a reasonable opportunity, but in no event more than five (5) days, to propose changes to this Section 7.2(a) only):Agreement in response to such proposal.

Acquisition Proposals. (a) From Prior to the date hereof until Effective Time, the termination Company agrees that neither it, nor any of this Agreement, Target and its Subsidiaries shall notor Affiliates, and shall cause nor any of their respective directors, officers, directors, employees, investment bankersagents or representatives, attorneys or other agents not towill, directly or indirectly, (i) take any action to solicit, initiate initiate, facilitate or encourage any Target Acquisition Proposal (including by way of furnishing or disclosing non-public information) any inquiries or the making of any proposal that constitutes with respect to any merger, consolidation or could other business combination involving the Company or any Subsidiary of the Company, the acquisition of all or any significant part of the assets or capital stock of the Company or any Subsidiary of the Company (an "Acquisition Transaction") or (ii) negotiate, explore or otherwise engage in discussions with any Person (other than Parent and its representatives) with respect to any Acquisition Transaction, or which may reasonably be expected to lead to a Target proposal for an Acquisition Transaction, or enter into any agreement, arrangement or understanding with respect to any such Acquisition Transaction; provided, however, that the Company may, in response to an unsolicited written proposal from a third party regarding a Superior Proposal (as hereinafter defined), furnish information to and engage in discussions and negotiations with such third party, but only if the Board of Directors of the Company determines in good faith, after consultation with its financial advisors and outside independent counsel, that taking such action is in the best interests of the Company and its shareholders and such action is consistent with its fiduciary duties under applicable Law. If specifically requested by a Person without prior contact from the Company or its representatives, the Company may waive the provisions of any "standstill" agreements between the Company and any Person to the extent necessary to permit such Person to submit a proposal for an Acquisition Transaction that the Board of Directors believes, in its good faith judgment, is reasonably likely to result in a Superior Proposal; provided, that such waiver (i) does not violate or conflict with the foregoing provisions of this Section 2.3(a) and (ii) enter into would not, in any agreement with respect event, permit such Person to a Target Acquisition Proposal, acquire any direct or (iii) engage indirect beneficial ownership of shares of Company Common Stock or participate in discussions any tender offer or negotiations with, or disclose any nonpublic information proxy solicitation relating to Target or its Subsidiariesshares of the Company Common Stock that would otherwise be prohibited by such "standstill" agreement. It is understood and agreed, respectivelywithout limitation of the Company's obligations, or furnish to that any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement Section 2.3 by any director, officer, Affiliate, investment banker, financial advisor, attorney or any standstill agreement ifother advisor or representative of the Company, and only whether or not such Person is purporting to act on behalf of the extent that (with respect Company, or otherwise, shall be deemed to be a breach of this Section 7.2(a) only):2.3 by the Company.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries The Company agrees that it shall not, and shall cause their respective its Subsidiaries and its and its Subsidiaries' officers, directors, employeesagents, investment bankers, attorneys or other agents advisors and affiliates not to, directly or indirectly, (i) take any action to solicit, initiate solicit or encourage any Target Acquisition Proposal or any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information proposals with respect to, or otherwise cooperate engage in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waivingnegotiations concerning, or agreeing to waive, provide any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic confidential information to, or entering into negotiations have any discussions with, any Person that has submitted person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or deposits of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing, an unsolicited bona fide written Target "Acquisition Proposal made Proposal"); provided, that, if the Company is not otherwise in violation of this Agreement or any standstill agreement ifSection 6.06, the Company Board may provide information to, and only may engage in such negotiations or discussions with, a person, directly or through representatives, if (a) the Company Board, after having consulted with and considered the written advice of counsel, has determined in good faith that the provision of such information or the engaging in such negotiations or discussion is required in order to discharge properly the directors' fiduciary duties in accordance with Delaware law and (b) the Company has received from such person a confidentiality agreement in substantially customary form. The Company also agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted prior to the extent that (date of this Agreement with any parties other than the Acquiror or the Bank, with respect to this Section 7.2(aany of the foregoing. The Company shall promptly (within 24 hours) only):advise the Acquiror following the receipt by it of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), and advise the Acquiror of any developments with respect to such Acquisition Proposal immediately upon the occurrence thereof.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, investment bankers, attorneys or and shall not permit its and their other agents not respective Representatives to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or knowingly facilitate any inquiries or the making of proposals with respect to any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a Target confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Nothing contained Notwithstanding the foregoing, in the event that after February 3, 2020 and prior to the receipt of the Requisite Viking Vote, in the case of Viking, or the Requisite Camber Vote, in the case of Camber, a party receives a bona fide written Acquisition Proposal not solicited in violation of this Section 7.2(a) shall prohibit Target 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors from of such party concludes in good faith (x) taking after receiving the advice of its outside counsel, and disclosing a position with respect to a tender offer by a third party financial matters, its financial advisors) that taking such actions would be required to comply with its fiduciary duties under applicable Law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiverthis sentence, such parties become subject party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to stand-still provisions at least as restrictive as those in it than the Confidentiality Agreement, or (z) prior which confidentiality agreement shall not provide such person with any exclusive right to obtaining the Target Stockholders’ Approvalnegotiate with such party, furnishing informationand shall otherwise permit such party to comply with its obligations herein. Each party will, including nonpublic information and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or entering into negotiations withconducted before February 3, 2020 with any Person that has submitted an unsolicited bona fide written Target person other than Viking or Camber, as applicable, with respect to any Acquisition Proposal made not in violation of this Agreement or any standstill agreement ifProposal, and only request the return or destruction of any confidential information previously delivered to any such person pursuant to the terms of any confidentiality agreement to the extent that (with respect to this Section 7.2(a) only):provided by such agreement.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Company shall not, and shall cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal; provided, that, after the date hereof and prior to the receipt of the Requisite Company Vote, in the event Company receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Company shall have provided such information to Parent, and shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Company. Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. Company will promptly (and in any event within one (1) business day) advise Parent following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (iiincluding the material terms and conditions of and the identity of the person making such Acquisition Proposal), and will keep Parent promptly (and in any event within one (1) business day) advised of any related substantive developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Company shall (1) withdraw and terminate access that was granted to any person (other than the parties to this Agreement and their respective affiliates and representatives) to any “data room” (virtual or physical) that was established in connection with a transaction involving Company and (2) use its reasonable best efforts, subject to applicable law and the fiduciary duties of the Company Board, to enforce any existing confidentiality or (to the extent separate from a confidentiality agreement) standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof and, in accordance therewith, cause any person (other than a party to this Agreement, its affiliates and representatives) to return or destroy non-public information regarding Company or any of its affiliates in connection with a potential transaction involving Company. During the term of this Agreement, Company shall not, and shall cause its Subsidiaries and its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any agreement with respect to a Target Acquisition Proposalbinding acquisition agreement, merger agreement, or other definitive transaction agreement (iiiother than a confidentiality agreement referred to and entered into in accordance with this Section 6.13(a)) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained As used in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):“

Acquisition Proposals. (a) From the execution of this Agreement until the earlier to occur of (x) the date hereof until of the termination of this AgreementAgreement in accordance with its terms and (y) the Effective Time, Target except as expressly permitted by this Section 5.02, the Company agrees that neither it nor any of its Subsidiaries nor any of its or their respective directors or officers shall, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries shall not, and shall cause their respective officers, directors, employees, investment bankers, attorneys or Subsidiaries’ other agents Representatives not to, directly or indirectly, (i) take any action to solicit, initiate initiate, knowingly encourage or encourage knowingly facilitate any Target Acquisition Proposal or any inquiries inquiry, proposal or the making of any proposal offer that constitutes or could reasonably be expected to lead to a Target any Acquisition Proposal, Proposal or the making or consummation thereof or (ii) other than to inform any Person of the existence of the provisions contained in this Section 5.02, enter into any agreement with respect to a Target Acquisition Proposalinto, continue or (iii) engage or otherwise participate in any discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectivelyregarding, or furnish to any Person any information in connection with, or enter into any agreement with respect to, any Acquisition Proposal or otherwise cooperate any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement in any way accordance with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under 5.02). Notwithstanding the Exchange Actforegoing, (y) waiving, or agreeing to waive, at any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) time prior to obtaining the Target Stockholders’ Company Shareholder Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited in response to a bona fide written Target Acquisition Proposal made not solicited in violation of this Agreement that the Board of Directors of the Company, acting upon the recommendation of the Committee, determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes or any standstill agreement ifwould reasonably be expected to result in a Superior Proposal, and only such action is reasonably likely to be necessary in order for the directors to comply with their fiduciary duties under applicable Law (assuming Israeli Law follows Delaware Law on these matters), the Company and its Representatives may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing terms no less favorable to the disclosing party than those set forth in the Confidentiality Agreement (it being understood that such confidentiality agreement need not prohibit the making or amending of an Acquisition Proposal to the extent such Acquisition Proposal is made directly to the Company) (an “Acceptable Confidentiality Agreement”); provided, that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent prior to, or substantially concurrently (and in any event within 24 hours) with respect the time it is provided or made available to such Person; provided, further, if the Person making such Acquisition Proposal is or would reasonably be viewed as a competitor of the Company, the Company shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 7.2(a5.02 other than in accordance with customary “clean room” or other similar procedures designed to limit any adverse effect on the Company of the disclosure of competitively sensitive information and (B) only):participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries FCB shall not, and nor shall cause it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize or permit any of their respective officers, directors, employees, investment bankers, attorneys representatives or other agents not to, directly or indirectly, (i) take any action to solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any Target inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes constitutes, or could that would reasonably be expected to lead to a Target to, any Acquisition Proposal; provided, however, that if, at any time prior to the FCB Stockholders’ Meeting, and without any breach of the terms of this Section 7.6(a), FCB receives an Acquisition Proposal from any Person that in the good faith judgment of the FCB Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, FCB may (iix) enter into any agreement furnish information (including non-public information) with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish FCB to any such Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect pursuant to a tender offer by a third party pursuant confidentiality agreement containing confidentiality provisions no more favorable to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a such Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as than those in the Confidentiality AgreementAgreement between ANB and FCB, or and (zy) prior participate in negotiations with such Person regarding such Acquisition Proposal, if the FCB Board determines in good faith, after consultation with counsel, that failure to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not do so would likely result in a violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):its fiduciary duties under applicable Law.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite First Midwest Vote, in the case of First Midwest, or the Requisite Old National Vote, in the case of Old National, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its outside financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any agreement such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with respect to a Target such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):“

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal, except to notify a person that has made or, to the knowledge of the Company, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.11(a); provided that, prior to the approval of this Agreement by the shareholders of the Company by the Requisite Company Vote, in the event the Company receives an Acquisition Proposal that was not the result of a willful or material breach of this Section 6.11(a), it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions if its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company. The Company will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. The Company shall provide three (3) Business Days written notice to Parent prior to entering into any Acceptable Confidentiality Agreement. The Company will promptly advise Parent following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal (including the material terms and conditions of, and the identity of the person making, such inquiry or Acquisition Proposal), (ii) enter into and will keep Parent reasonably apprised of any agreement with respect related developments, discussions and negotiations, including any amendments to a Target Acquisition Proposal, or (iii) engage revisions of the material terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained The Company shall withdraw and terminate access that was granted to any person (other than the parties to this Agreement and their respective affiliates and Representatives) to any “data room” (virtual or physical) that was established in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position connection with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target an Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Kinderhook agrees that it will not, and shall will cause their respective its directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into any agreement with respect to a Target Acquisition Proposalcontinue, or (iii) engage or participate in discussions any negotiations concerning, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations discussions with, any Person that has submitted (other than Persons who are Affiliates or Representatives of Kinderhook or Community) relating to, or (iv) approve, recommend, agree to or accept, any Acquisition Proposal; provided, that, prior to, but not after, the time the Kinderhook Shareholder Approval is obtained, if Kinderhook receives an unsolicited bona fide written Target Acquisition Proposal made after the date of this Agreement that was not received in violation of this Agreement or any standstill agreement ifclauses (i) – (iv) above, and only Kinderhook’s Board of Directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Kinderhook may, and may permit its officers and Representatives to, furnish or cause to be furnished nonpublic information or data to and participate in such negotiations or discussions with the Person making such Acquisition Proposal to the extent that the Board of Directors of Kinderhook concludes in good faith (after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor) that failure to take such actions would result in a violation of its fiduciary duties under applicable Law; provided, further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Kinderhook shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement and shall provide to Community any such information not previously provided to Community. Kinderhook will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Section 7.2(aAgreement with any Persons other than Community with respect to any Acquisition Proposal. Kinderhook shall use its reasonable best efforts, subject to applicable Law, to, within ten (10) only):Business Days after the date hereof, request and confirm the return or destruction of any confidential information provided to any Person (other than Community and its Affiliates and its and their Representatives) pursuant to any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal, and shall withdraw and terminate any access that was granted to any third party to any “data room” (electronic or physical) that was established in connection with a transaction involving Kinderhook.

Acquisition Proposals. (a) From Except for the date hereof until the termination of transactions contemplated by this Agreement, Target and its Subsidiaries Community Bankshares shall not, directly or indirectly, and shall cause their respective its and its Subsidiaries' officers, directors, employees, investment bankerssubsidiaries, attorneys agents or advisors or other agents representatives not to, directly or indirectly, : (i) take any action to solicit, initiate encourage, initiate, participate or knowingly facilitate (including by way of furnishing information) in any negotiations, discussions or inquiries with respect to any Competing Transaction (as defined below), or continue any such negotiations or discussions which may have been initiated prior to the date hereof with any party other than BBC or (ii) in connection with, or in contemplation of, any Competing Transaction or any potential Competing Transaction, except as required by Law, disclose any information to any person concerning the business and properties of Community Bankshares, afford to any person (other than BBC and its advisors and agents) access to the properties, books or records of Community Bankshares or any of its Subsidiaries or otherwise assist or encourage any Target Acquisition Proposal or person in connection with any inquiries or of the making of any proposal foregoing; provided, however, that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained nothing in this Section 7.2(a) 6.6 shall prohibit Target and its the Board of Directors of Community Bankshares from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into discussions or negotiations with, any Person that has submitted person in connection with an unsolicited bona fide written Target Acquisition Proposal made not in violation Competing Transaction received after the date of this Agreement or any standstill agreement by such person if Community Bankshares' Board of Directors determines in good faith: (i) after consulting with its independent financial advisors, that such person is reasonably likely to be capable of completing such Competing Transaction, taking into account the legal, financial, regulatory and other aspects of such Competing Transaction, and the person making such Competing Transaction, and that such Competing Transaction could reasonably be expected to result in a Superior Proposal (as defined below) and (ii) if, and only to the extent that: (a) the Board of Directors of Community Bankshares, after consultation with outside legal counsel, believes that such action is required for such Board of Directors to comply with its duties to its shareholders imposed by Delaware Law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, Community Bankshares obtains from such person an executed confidentiality and standstill agreement on terms no less favorable to Community Bankshares, as the case may be, than those contained in that certain Confidentiality Agreement between Community Bankshares and BBC dated July 11, 2001, unless the Board of Directors of Community Bankshares, after consultation with outside legal counsel, believes that such requirement would violate its duties to its shareholders imposed by Delaware Law. Community Bankshares shall notify BBC promptly if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Competing Transaction is made and provide BBC in reasonable detail the material terms of any proposal and shall keep BBC promptly advised of the status of any such proposal. Each party hereto agrees not to this Section 7.2(a) only):release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause their respective officersits Subsidiaries and its and its Subsidiaries’ Representatives, directorsagents, employees, investment bankers, attorneys or other agents advisors and affiliates not to, directly solicit or indirectlyknowingly encourage in any way inquiries or proposals with respect to, (i) take or engage in any action to solicitnegotiations concerning, initiate or encourage provide any Target confidential nonpublic information to, or have any discussions with, any person relating to, any Acquisition Proposal; provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal or any inquiries or and the making of any proposal Company Board concludes in good faith, after consultation with its outside legal counsel and financial advisor, that such Acquisition Proposal constitutes or could is reasonably be expected to lead to a Target Acquisition Superior Proposal, the Company may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions if the Company Board concludes in good faith, after consultation with its outside legal counsel, that failure to take such actions would be result in a violation of its fiduciary duties under applicable Law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the confidentiality provisions set forth in the Confidentiality Agreement (ii) enter into without regard to any agreement modification thereof pursuant hereto or lapse of time). The Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any persons other than Parent with respect to a Target any Acquisition Proposal, Proposal and will use its reasonable best efforts to enforce the confidentiality provisions of any confidentiality or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information similar agreement relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target an Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision The Company will promptly advise Parent following receipt of any stand-still or similar agreement in effect on Acquisition Proposal and the date hereof to allow a Person to make a Target substance thereof (including the identity of the person making such Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if), and only to the extent that (with respect to this Section 7.2(a) only):will keep Parent apprised of any related developments on a prompt basis.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or consultants, advisors and other agents representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or knowingly facilitate any inquiries or the making of proposals with respect to any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or any negotiations with, or disclose with any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to person concerning any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long (iii) provide any confidential or nonpublic information or data to any person (other than Parent, Parent Bank and their Representatives in their capacity as simultaneously such) concerning any Acquisition Proposal or (iv) have or participate in any discussions with any person (other than Parent, Parent Bank and their Representatives in their capacity as such) relating to any Acquisition Proposal, except, for purposes of this clause (iv), solely to notify such waiverperson of the existence of the provisions of this Section 6.13(a); provided that prior to the date of the Company Meeting, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreementevent the Company receives from any person (other than Parent, Parent Bank or (ztheir respective Representatives in their capacity as such) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made that did not in violation result from a breach of this Agreement or any standstill agreement ifSection 6.13, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data to, and participate in, discussions with such person with respect to such Acquisition Proposal but only to the extent that that, prior to doing so, its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that (A) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (B) failure to take such actions would reasonably be expected to result in a violation of its fiduciary duties under Law; provided, further, that, prior to providing any nonpublic information or data or participating in any discussions, in each case, permitted pursuant to the foregoing proviso, the Company shall have (x) provided such information or data to Parent and (y) entered into a confidentiality agreement with such person on terms no less stringent to such person (and protective to the Company) than the terms of the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company, its Subsidiaries or its or their respective Representatives. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2(a) only):6.13 by any Subsidiary or Representative of the Company shall constitute a breach of this Section 6.13 by the Company.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, investment bankers, attorneys or and shall not permit its and their other agents not respective Representatives to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or knowingly facilitate any inquiries or the making of proposals with respect to any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a Target confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Nothing contained Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Viking Vote, in the case of Viking, or the Requisite Camber Vote, in the case of Camber, a party receives a bona fide written Acquisition Proposal not solicited in violation of this Section 7.2(a) shall prohibit Target 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors from of such party concludes in good faith (x) taking after receiving the advice of its outside counsel, and disclosing a position with respect to a tender offer by a third party financial matters, its financial advisors) that taking such actions would be required to comply with its fiduciary duties under applicable Law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiverthis sentence, such parties become subject party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to stand-still provisions at least as restrictive as those in it than the Confidentiality Agreement, or (z) prior which confidentiality agreement shall not provide such person with any exclusive right to obtaining the Target Stockholders’ Approvalnegotiate with such party, furnishing informationand shall otherwise permit such party to comply with its obligations herein. Each party will, including nonpublic information and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation conducted before the date of this Agreement with any person other than Viking or Camber, as applicable, with respect to any standstill agreement ifAcquisition Proposal, and only request the return or destruction of any confidential information previously delivered to any such person pursuant to the terms of any confidentiality agreement to the extent that (with respect to this Section 7.2(a) only):provided by such agreement.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Amegy will not, and shall will cause their respective its Subsidiaries and its and its Subsidiaries’ officers, directors, employeesagents, investment bankersadvisors, attorneys or affiliates and any other agents person acting on their behalf not to, directly or indirectlyinitiate, (i) take any action to solicit, initiate encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information proposals with respect to, or otherwise cooperate engage in any way with a Target negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to, any Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, waive any provision of any stand-still or similar agreement amend the terms of the Amegy Rights Agreement, in effect on the date hereof to allow a Person to make a Target respect of an Acquisition Proposal; provided that, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted event Amegy receives an unsolicited bona fide written Target Acquisition Proposal made not in violation after the execution of this Agreement or any standstill agreement ifand prior to (but not after) the approval of this plan of merger by the shareholders of Amegy at the Amegy Meeting, and only the Amegy Board concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal, Amegy may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the Amegy Board concludes reasonably and in good faith (and based on the advice of counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable law; provided that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement; provided, that Amegy shall have given Zions (orally and in writing) at least three (3) business days’ prior written notice of its intent to do so before taking the first of any such actions with any one such person; provided, further, that Amegy and the Board of Directors of Amegy shall keep Zions informed of the status and terms of any such proposals, offers, discussions or negotiations on a prompt basis, including by providing a copy of all material documentation or correspondence relating thereto; and provided, further, that in any event Amegy shall be required to otherwise comply with its obligations under Section 6.02(c). Amegy will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any persons other than Zions with respect to this Section 7.2(a) only):any Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. Amegy will promptly advise Zions following receipt of any Acquisition Proposal and the substance thereof, and will keep Zions apprised of any related developments, discussions and negotiations on a current basis.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall NewBridge agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal, except to notify such person of the existence of the provisions of this Section 6.12(a); provided, that, prior to obtaining the Requisite NewBridge Vote, in the event NewBridge receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, NewBridge shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with NewBridge. NewBridge will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Yadkin with respect to any Acquisition Proposal and will use its reasonable best efforts, subject to applicable law, to (x) enforce any confidentiality, standstill or similar agreement relating to an Acquisition Proposal and (y) within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Yadkin) pursuant to such agreement. NewBridge will promptly (within twenty-four (24) hours) advise Yadkin following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the identity of the person making such inquiry or Acquisition Proposal and copies of any agreement with respect to a Target written Acquisition Proposal), and will keep Yadkin apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained As used in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):“

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall NAL will not, and shall will cause their respective officers, directors, its Subsidiaries and its and its Subsidiaries’ officers and directors not to and will use its reasonable best efforts to cause its and its Subsidiaries’ employees, investment bankersagents, attorneys or advisors and other agents Representatives and affiliates not to, directly or indirectlyinitiate, (i) take any action to solicit, initiate encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information proposals with respect to, or otherwise cooperate engage in any way with a Target negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to, any Acquisition Proposal. Nothing contained ; provided that in the event, prior to the time the NAL Requisite Vote is obtained but not after, (1) NAL receives, after the execution of this Section 7.2(aAgreement, an unsolicited bona fide Acquisition Proposal from a person other than FNFG, and (2) shall prohibit Target the NAL Board concludes in good faith (A) that such Acquisition Proposal constitutes a Superior Proposal or would reasonably be likely to result in a Superior Proposal and (B) that, after considering the advice of outside counsel, failure to take such actions would result in a violation of the directors’ fiduciary duties under the DGCL, NAL may, and may permit its Subsidiaries and its Board of Directors from (x) taking and disclosing a position its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in negotiations or discussions with respect to a tender offer by a such Acquisition Proposal; provided that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into an agreement with such third party pursuant on terms substantially similar to Rules 14d-9 those contained in the Confidentiality Agreement (except that NAL may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to NAL if and 14e-2(a) under only if it first waives or similarly modifies the Exchange Act, (y) waiving, or agreeing to waive, any standstill provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement). NAL will immediately cease and cause to be terminated any activities, discussions or (z) prior to obtaining negotiations conducted before the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation date of this Agreement or with any standstill agreement if, and only to the extent that (persons other than FNFG with respect to this Section 7.2(aany Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal. NAL will promptly (within one business day) only):advise FNFG following receipt of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), and will keep FNFG apprised of any related developments, discussions and negotiations (including the terms and conditions of such Acquisition Proposal) on a current basis.

Acquisition Proposals. (a) From and after the date hereof until the termination of this Agreement, Target and its Subsidiaries shall notneither CBES nor Community Bank, and shall cause nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment bankersbanker, attorneys attorney or other agents not toaccountant retained by CBES or any of its Subsidiaries), will, directly or indirectly, initiate, solicit or knowingly encourage (i) take any action to solicitincluding by way of furnishing non-public information or assistance), initiate or encourage any Target Acquisition Proposal or facilitate knowingly, any inquiries or the making of any proposal that constitutes constitutes, or could may reasonably be expected to lead to a Target to, any Acquisition ProposalProposal (as defined below), (ii) or enter into or maintain or continue discussions or negotiate with any agreement with respect person or entity in furtherance of such inquiries or to a Target obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or (iii) engage authorize or participate in discussions permit any of its officers, directors or negotiations withemployees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or disclose other representative retained by any nonpublic information relating of its Subsidiaries to Target or its Subsidiariestake any such action; provided, respectivelyhowever, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing that nothing contained in this Section 7.2(a) 4.1 shall prohibit Target and its the Board of Directors of CBES from (xi) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into discussions or negotiations with, any Person person or entity that has submitted makes an unsolicited unsolicited, written, bona fide written Target Acquisition Proposal made not in violation of this Agreement proposal to acquire CBES pursuant to a merger, consolidation, share exchange, business combination, tender or any standstill agreement exchange offer or other similar transaction, if, and only to the extent that (A) the Board of Directors of CBES, after consultation with respect and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CBES to this Section 7.2(acomply with its fiduciary duties to stockholders under applicable law, and (B) only):prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, CBES (x) provides reasonable notice to NASB Holding to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in substantially the same form as the one heretofore executed by NASB Holding (except that disclosure of the person's identity will be permitted); (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer;

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, investment bankers, attorneys or and shall not permit its and their other agents not respective Representatives to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or knowingly facilitate any inquiries or the making of proposals with respect to any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a Target confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Nothing contained Notwithstanding the foregoing, in the event that after February 15, 2021 and prior to the receipt of the Requisite Viking Vote, in the case of Viking, or the Requisite Camber Vote, in the case of Camber, a party receives a bona fide written Acquisition Proposal not solicited in violation of this Section 7.2(a) shall prohibit Target 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors from of such party concludes in good faith (x) taking after receiving the advice of its outside counsel, and disclosing a position with respect to a tender offer by a third party financial matters, its financial advisors) that taking such actions would be required to comply with its fiduciary duties under applicable Law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiverthis sentence, such parties become subject party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to stand-still provisions at least as restrictive as those in it than the Confidentiality Agreement, or (z) prior which confidentiality agreement shall not provide such person with any exclusive right to obtaining the Target Stockholders’ Approvalnegotiate with such party, furnishing informationand shall otherwise permit such party to comply with its obligations herein. Each party will, including nonpublic information and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or entering into negotiations withconducted before February 15, 2021 with any Person that has submitted an unsolicited bona fide written Target person other than Viking or Camber, as applicable, with respect to any Acquisition Proposal made not in violation of this Agreement or any standstill agreement ifProposal, and only request the return or destruction of any confidential information previously delivered to any such person pursuant to the terms of any confidentiality agreement to the extent that (with respect to this Section 7.2(a) only):provided by such agreement. February 2021 - Agreement and Plan of Merger

Acquisition Proposals. (a) From the date hereof of this Agreement until the earlier to occur of the Closing or the termination of this AgreementAgreement in accordance with its terms, Target and its Subsidiaries the Company shall not, and shall cause their respective not authorize or permit any of its Subsidiaries or any of its Subsidiaries’ officers, directorsdirectors or employees or any investment banker, employeesfinancial advisor, investment bankersattorney, attorneys accountant or other agents not representative retained by the Company or any of its Subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage encourage, or take any Target Acquisition Proposal or other action to facilitate, any inquiries inquiries, discussions or the making of any proposal that constitutes or could reasonably be expected to lead to a Target an Acquisition Proposal, (ii) enter into furnish any agreement information or data regarding the Company or any of its Subsidiaries to any person in connection with respect or in response to a Target an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Purchaser), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal, or (iiiv) engage enter into or participate consummate any agreement, arrangement or understanding contemplating any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in discussions the preceding sentence by any officer, director or negotiations withemployee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or disclose other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at a meeting of the stockholders of the Company, this Section 5.1(a) shall not prohibit the Company from furnishing nonpublic information relating to Target or regarding the Company and its Subsidiaries, respectively, or furnish to any Person any information with respect Subsidiaries to, or otherwise cooperate entering into discussions with, any person in response to an Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (2) the Company has not breached any way with a Target Acquisition Proposal. Nothing contained of the covenants set forth in this Section 7.2(a5.1, (3) shall prohibit Target and its the Company’s Board of Directors from determines in good faith, after consultation with and based upon the advice of its outside legal counsel, that such action is required in order for the Board of Directors to comply with its fiduciary obligations to the Company’s stockholders under applicable law, and (x4) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or two (z2) Business Days prior to obtaining the Target Stockholders’ Approval, furnishing information, including any nonpublic information to, or entering into negotiations discussions with, any Person that has submitted such person, the Company gives Purchaser written notice of the identity of such person and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such person and the Company receives from such person an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill executed confidentiality agreement if, on terms no more favorable to such person than the confidentiality agreement between Purchaser and only to the extent that (with respect to this Section 7.2(a) only):Company.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate any Target inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite PACW Vote, in the case of PACW, or the Requisite BANC Vote, in the case of BANC, a party receives an unsolicited bona fide written Acquisition Proposal that did not result from or arise in connection with a breach of this Section 6.13(a), such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law; provided that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to such party than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any agreement such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with respect to a Target such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):“

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents "Representatives") not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal; provided, that, in the event either party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries' Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, such party shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will promptly (within seventy-two (72) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into any agreement with respect to a Target including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, "Acquisition Proposal" shall mean, other than the transactions contemplated by this Agreement or as set forth on Section 6.11(a) of the TCG Disclosure Schedule, any offer, proposal or inquiry relating to, or any third party indication of interest in, (A) any acquisition or purchase, direct or indirect, of more than the Specified Percentage of the consolidated assets of a party and its Subsidiaries or more than the Specified Percentage of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than the Specified Percentage of the consolidated assets of the party, (B) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning more than the Specified Percentage of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than the Specified Percentage of the consolidated assets of the party, or (iiiC) engage a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target other similar transaction involving a party or its SubsidiariesSubsidiaries whose assets, respectively, individually or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreementaggregate, or (z) prior to obtaining constitute more than the Target Stockholders’ ApprovalSpecified Percentage of the consolidated assets of the party. For purposes hereof, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not "Specified Percentage" means 24.9% in violation the case of this Agreement or any standstill agreement if, TCG and only to 49.9% in the extent that (with respect to this Section 7.2(a) only):case of MB.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person (or Representative of such person) concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person (or Representative of such person) relating to, any Acquisition Proposal, (iv) approve or execute or enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other contract related to any Acquisition Proposal or (v) propose or agree to do any of the foregoing; provided, that, prior to the applicable vote, in the event either party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, such party shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than United or Rockville, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into any agreement with respect to a Target including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) Each party shall prohibit Target and use its Board of Directors from (x) taking and disclosing a position with respect reasonable best efforts to a tender offer by a third party pursuant enforce any existing confidentiality or standstill agreements to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement which it or any standstill agreement if, and only to of its Subsidiaries is a party in accordance with the extent that (with respect to this Section 7.2(a) only):terms thereof.

Acquisition Proposals. (a) From the date hereof until the termination Notwithstanding any other provision of this Agreement, Target from and after the No-Shop Period Start Date and prior to the receipt of the Company Requisite Vote, the Company may, at the direction of the Special Committee, directly or indirectly through advisors, agents or other intermediaries, subject to the Company’s compliance with the provisions of this Section 7.3(c), (A) engage or participate in discussions or negotiations with any Person that has made (and not withdrawn) a bona fide Acquisition Proposal in writing that the Special Committee reasonably determines in good faith (after consultation with its financial advisor) constitutes or is reasonably likely to lead to a Superior Proposal and/or (B) furnish to any Person that has made (and not withdrawn) a bona fide Acquisition Proposal in writing that the Special Committee reasonably determines in good faith (after consultation with its financial advisor) constitutes or is reasonably likely to lead to a Superior Proposal any non-public information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement the terms of which are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, provided, that in the case of any action taken pursuant to the foregoing clauses (A) or (B), (1) none of the Company, its Subsidiaries or any representative of the Company or its Subsidiaries shall not, and shall cause their respective officers, directors, employees, investment bankers, attorneys have breached or other agents not to, directly or indirectlyviolated the terms of Section 7.3, (i2) take any action to solicit, initiate or encourage any Target Acquisition Proposal or any inquiries the Company Board or the making Special Committee determines in good faith (after receiving the advice of any proposal its outside legal counsel) that constitutes or could failure to take such action would reasonably be expected to lead be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law, (3) none of the Company or its Subsidiaries shall have entered into, or otherwise become bound by the terms of, an exclusivity agreement or other agreement restricting the ability of the Company and its Subsidiaries to negotiate, enter into and consummate a Target transaction with a third party other than such Person, (4) at least forty-eight (48) hours prior to engaging or participating in any such discussions or negotiations with, or furnishing any non-public information to, such Person, the Company provides Dimensional written notice of the identity of such Person and the material terms and conditions of such Acquisition Proposal, (ii) enter into any agreement with respect and of the Company’s intention to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any standnon-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic public information to, or entering into negotiations withsuch Person, (5) contemporaneously with furnishing any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement ifnon-public information to such Person, and the Company furnishes such non-public information to Dimensional (but only to the extent that such information has not been previously furnished by the Company to Dimensional), and (6) the Company shall keep Dimensional reasonably informed about the status and details of any such Acquisition Proposal and any amendments or revisions thereto. Until any such Acquisition Proposal has been withdrawn, the Company shall promptly provide Dimensional a copy of all written materials subsequently provided by the Company to such Person in connection with respect such Acquisition Proposal, request or inquiry, and a description of material amendments or proposed material amendments to this Section 7.2(a) only):such Acquisition Proposal, request or inquiry (but only to the extent such information has not been previously furnished by the Company to Dimensional).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate any Target inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.12) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite IBTX Vote, in the case or IBTX, or the Requisite TCBI Vote, in the case of TCBI, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than TCBI or IBTX, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any agreement such Acquisition Proposal and any draft agreements, proposals or other materials received in connection with respect to a Target any such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):“

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries The Company shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal; provided, that, prior to receipt of the Requisite Company Vote, in the event Company receives an unsolicited bona fide written Acquisition Proposal and the Board of Directors of the Company concludes in good faith that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have provided notice to Parent of its intention to provide such information, and shall have provided such information to Parent if not previously provided to Parent, and shall have entered into a non-disclosure agreement with such third party on terms no less favorable to it than the Non-Disclosure Agreement, which non-disclosure agreement shall not provide such person with any exclusive right to negotiate with the Company. The Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. The Company will promptly (and in any event within twenty-four (24) hours) advise Parent following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (iiincluding the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will promptly (and in any event within twenty-four (24) hours) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. The Company shall use its reasonable best efforts, subject to applicable law, to (x) enforce any existing non-disclosure, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal, and (y) within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its affiliates) pursuant to any such non-disclosure, standstill or similar agreement. Unless this Agreement is contemporaneously terminated in accordance with its terms, the Company shall not, and shall cause its Representatives not to on its behalf, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (other than a non-disclosure agreement referred to and entered into in accordance with respect this Section 6.10(a)) relating to a Target any Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Susquehanna shall not, and shall cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal; provided, that, prior to receipt of the Requisite Susquehanna Vote, in the event Susquehanna receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Susquehanna shall have provided such information to Parent, and shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Susquehanna. Susquehanna will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. Susquehanna will promptly (and in any event within one (1) business day) advise Parent following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into any agreement with respect to a Target including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), or and will promptly (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate and in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(aevent within one (1) shall prohibit Target and its Board of Directors from (xbusiness day) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision advise Parent of any stand-still or similar agreement in effect related developments, discussions and negotiations on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):a

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Business Bank agrees that it will not, and shall will cause their respective its directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate or knowingly encourage any Target Acquisition Proposal or any facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into engage or participate in any agreement with respect to a Target Acquisition Proposalnegotiations concerning, or (iii) engage provide any confidential or nonpublic information or data to, or have or participate in any discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted relating to, any Acquisition Proposal; provided, that, in the event Business Bank receives an unsolicited bona fide written Target Acquisition Proposal made that does not in violation of violate (i) and (ii) above at any time prior to, but not after, the time this Agreement or any standstill agreement ifis adopted by the Business Bank Shareholder Approval, and only Business Bank’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Business Bank may, and may permit its officers and Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of Business Bank concludes in good faith (and based on the written advice of outside legal counsel) that failure to take such actions would result in a breach of its fiduciary obligations to the Business Bank Shareholders under applicable Law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Business Bank shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement. Business Bank will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Seacoast with respect to any Acquisition Proposal. Business Bank shall promptly (and in any event within twenty-four (24) hours) advise Seacoast in writing following the receipt or notice of any Acquisition Proposal and the substance thereof (including the identity of the Person making such Acquisition Proposal), and will keep Seacoast apprised of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal) on a current basis. Business Bank agrees that any breach by its Representatives of this Section 7.2(a) only):4.12 shall be deemed a breach by Business Bank.

Acquisition Proposals. (a) From the date hereof until the termination Premcor agrees that neither it nor any of this Agreement, Target its Subsidiaries nor any of its and its Subsidiaries shall notSubsidiaries’ directors, officers and Affiliates shall, and that it shall use its reasonable best efforts to cause their respective officers, directors, its and its Subsidiaries’ employees, agents and representatives (including any investment bankersbanker, attorneys attorney or other agents accountant retained by it or any of its Subsidiaries, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any Person relating to, any Acquisition Proposal; provided that, in the event that, following the date of this Agreement, Premcor receives an unsolicited bona fide written Acquisition Proposal not in breach of this Section 6.4, Premcor may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of Premcor concludes in good faith (after receiving the advice of its outside counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable law; provided further that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Premcor shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement. Premcor shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Valero, with respect to any Acquisition Proposal. Premcor will promptly (within one day) advise Valero in writing following receipt of any Acquisition Proposal or any inquiries or the making of any proposal inquiry that constitutes or could reasonably be expected to lead to a Target an Acquisition Proposal, and shall keep Valero fully informed of the substance thereof (ii) enter into including the identity of the Person making such Acquisition Proposal and material terms thereof), and will keep Valero apprised of any agreement related developments, discussions and negotiations on a current basis. Premcor shall use its reasonable best efforts to enforce any confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with respect the terms thereof. Premcor agrees to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or promptly inform its Subsidiaries, respectivelyAffiliates, or furnish to any Person any information with respect todirectors, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained officers, employees, agents and Representatives of the obligations undertaken in this Section 7.2(a6.4. Nothing in this Section 6.4 shall (A) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect permit Premcor to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of terminate this Agreement or (B) affect or limit any standstill agreement if, and only to the extent that (with respect to other obligation of Valero or Premcor under this Section 7.2(a) only):Agreement.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal, except to notify a person that has made or, to the knowledge of the Company, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.12(a); provided that, prior to the approval of this Agreement by the shareholders of the Company by the Requisite Company Vote, in the event the Company receives an Acquisition Proposal that was not the result of a willful or material breach of this Section 6.12, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions if its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company. The Company will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. The Company will promptly (within twenty-four (24) hours) advise Parent following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal (including the material terms and conditions of, and the identity of the person making, such inquiry or Acquisition Proposal), (ii) enter into and will keep Parent reasonably apprised of any agreement with respect related developments, discussions and negotiations, including any amendments to a Target Acquisition Proposal, or (iii) engage revisions of the material terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(aThe Company shall (A) shall prohibit Target withdraw and its Board of Directors from terminate access that was granted to any person (x) taking and disclosing a position with respect other than the parties to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement and their respective affiliates and Representatives) to any “data room” (virtual or physical) that was established in connection with a transaction involving the Company and (B) use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any standstill agreement if, and only to of its Subsidiaries is a party in accordance with the extent that (with respect to this Section 7.2(a) only):terms thereof.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall MainSource agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal, except to notify such person of the existence of the provisions of this Section 6.12(a); provided, that, prior to the adoption of this Agreement by the shareholders of MainSource by the Requisite MainSource Vote, in the event MainSource receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, MainSource shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement and which is expressly assignable to First Financial, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with MainSource. MainSource will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than First Financial with respect to any Acquisition Proposal. MainSource will promptly (within twenty-four (24) hours) advise First Financial following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal and a copy thereof if in writing and any agreement with respect related documentation or correspondence), and will keep First Financial apprised of any related developments, discussions and negotiations on a current basis, including any amendments to a Target Acquisition Proposal, or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained MainSource shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):“

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall AMNB agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankers, attorneys or other agents Representatives not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal or facilitate any inquiries or the making proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with any person relating to any Acquisition Proposal, (iv) grant any waiver, amendment or release of or under, or fail to enforce, any confidentiality, standstill or similar agreement (or any confidentiality, standstill or similar provision of any proposal other contract), or (v) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.11) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite AMNB Vote, AMNB receives an unsolicited bona fide written Acquisition Proposal that did not result from or arise in connection with a breach of this Section 6.11(a), AMNB may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data (but only if AMNB shall have provided such information to Buyer concurrently or prior to furnishing it to any such person) and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of AMNB concludes in good faith (after consulting with its outside counsel, and with respect to financial matters, its financial advisors) that such Acquisition Proposal constitutes or could reasonably be expected to lead to, a Superior Proposal and that the failure to take such actions would be reasonably likely be a Target Acquisition Proposalviolation of its fiduciary duties under applicable law; provided, that prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, AMNB shall have (iiA) enter provided such information to Buyer and entered into any a confidentiality agreement with respect the person making such Acquisition Proposal on terms no less favorable to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with AMNB or otherwise prevent AMNB from providing any information to Buyer in accordance with this Agreement or otherwise comply with its obligations under this Agreement, and (zB) provided Buyer with at least one (1) business day prior to obtaining the Target Stockholders’ Approvalnotice of taking any such action. AMNB will, furnishing information, including nonpublic information and will cause its Representatives to, (x) immediately cease and cause to be terminated any activities, discussions or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation conducted before the date of this Agreement or with any standstill agreement ifperson other than the parties hereto, and only to the extent that (as applicable, with respect to this Section 7.2(aany offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, and (y) only):request the prompt return or destruction of all confidential information previously furnished to any person (other than the parties hereto and its Representatives) that has made or indicated an intention to make an Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Company shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal; provided, that, prior to receipt of the Requisite Company Vote, in the event Company receives an unsolicited bona fide written Acquisition Proposal and the Board of Directors of Company concludes in good faith that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Company shall have provided notice to Parent of its intention to provide such information, and shall have provided such information to Parent if not previously provided to Parent, and shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Company. Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. Company will promptly (and in any event within twenty-four (24) hours) advise Parent following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (iiincluding the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will promptly (and in any event within twenty-four (24) hours) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Company shall use its reasonable best efforts, subject to applicable law, to (x) enforce any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal, and (y) within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its affiliates) pursuant to any such confidentiality, standstill or similar agreement. Unless this Agreement is contemporaneously terminated in accordance with its terms, Company shall not, and shall cause its Subsidiaries and its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (other than a confidentiality agreement referred to and entered into in accordance with respect this Section 6.10(a)) relating to a Target any Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Patriot agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal, except to notify such person of the existence of the provisions of this Section 6.11(a); provided, that, prior to the adoption of this Agreement by the shareholders of Patriot by the Requisite Patriot Vote, in the event Patriot receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be inconsistent with its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Patriot shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Patriot. Patriot will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Green with respect to any Acquisition Proposal and will use its reasonable best efforts, subject to applicable law, to (x) enforce any confidentiality, standstill or similar agreement relating to an Acquisition Proposal and (y) within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Green and its affiliates) pursuant to any such agreement. Patriot will promptly (within twenty-four (24) hours) advise Green following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the identity of the person making such Acquisition Proposal and copies of any agreement with respect to a Target written Acquisition Proposal), and will keep Green apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, investment bankers, attorneys or and shall not permit its and their other agents not respective Representatives to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or knowingly facilitate any inquiries or the making of proposals with respect to any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a Target confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Nothing contained Notwithstanding the foregoing, in the event that after February 15, 2021 the date hereof and prior to the receipt of the Requisite Viking Vote, in the case of Viking, or the Requisite Camber Vote, in the case of Camber, a party receives a bona fide written Acquisition Proposal not solicited in violation of this Section 7.2(a) shall prohibit Target 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors from of such party concludes in good faith (x) taking after receiving the advice of its outside counsel, and disclosing a position with respect to a tender offer by a third party financial matters, its financial advisors) that taking such actions would be required to comply with its fiduciary duties under applicable Law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiverthis sentence, such parties become subject party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to stand-still provisions at least as restrictive as those in it than the Confidentiality Agreement, or (z) prior which confidentiality agreement shall not provide such person with any exclusive right to obtaining the Target Stockholders’ Approvalnegotiate with such party, furnishing informationand shall otherwise permit such party to comply with its obligations herein. Each party will, including nonpublic information and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or entering into negotiations withconducted before February 15, 2021 the date hereof with any Person that has submitted an unsolicited bona fide written Target person other than Viking or Camber, as applicable, with respect to any Acquisition Proposal made not in violation of this Agreement or any standstill agreement ifProposal, and only request the return or destruction of any confidential information previously delivered to any such person pursuant to the terms of any confidentiality agreement to the extent that (with respect to this Section 7.2(a) only):provided by such agreement. February 2021 - April 2023 – First Amendment to

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party hereto agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate induce, encourage or encourage facilitate any Target inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve, recommend the approval of or enter into any inquiries term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.12) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite BYFC Vote, in the case of BYFC, or the Requisite CFB Votes, in the case of CFB, a party receives an unsolicited bona fide written Acquisition Proposal that did not result from or arise in connection with a breach of this Section 6.12(a), such party may prior to such meeting, but not after, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data (but only if such party shall have provided such information to the other party hereto prior to furnishing it to any such person) and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of any proposal Directors of such party concludes in good faith (after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors) that such Acquisition Proposal constitutes or could would reasonably be expected to lead to a Target Superior Proposal and that the failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to such party than the Confidentiality Agreement is to BYFC and CFB, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than CFB or BYFC, as applicable, with respect to any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, and (ii) enter into request the prompt return or destruction of all confidential information previously furnished to any agreement with respect person (other than the parties hereto and its Representatives) that has made or indicated an intention to a Target make an Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, investment bankers, attorneys or and shall not permit its and their other agents not respective Representatives to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or knowingly facilitate any inquiries or the making of proposals with respect to any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a Target confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Nothing contained Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Hexcel Vote, in the case of Hexcel, or the Requisite Woodward Vote, in the case of Woodward, a party receives a bona fide written Acquisition Proposal not solicited in violation of this Section 7.2(a) shall prohibit Target 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors from of such party concludes in good faith (x) taking after receiving the advice of its outside counsel, and disclosing a position with respect to a tender offer by a third party financial matters, its financial advisors) that taking such actions would be required to comply with its fiduciary duties under applicable Law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiverthis sentence, such parties become subject party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to stand-still provisions at least as restrictive as those in it than the Confidentiality Agreement, or (z) prior which confidentiality agreement shall not provide such person with any exclusive right to obtaining the Target Stockholders’ Approvalnegotiate with such party, furnishing informationand shall otherwise permit such party to comply with its obligations herein. Each party will, including nonpublic information and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation conducted before the date of this Agreement with any person other than Hexcel or Woodward, as applicable, with respect to any standstill agreement ifAcquisition Proposal, and only request the return or destruction of any confidential information previously delivered to any such person pursuant to the terms of any confidentiality agreement to the extent that (with respect to this Section 7.2(a) only):provided by such agreement.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall A. Each party agrees that it will not, and shall will cause their respective its Subsidiaries and its and its Subsidiaries’ officers, directors, employeesagents, investment bankers, attorneys or other agents advisors and affiliates not to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Target Acquisition Proposal or any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalencourage, (ii) enter into any agreement with respect to a Target Acquisition Proposalinitiate, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information knowingly facilitate inquiries and proposals with respect to, or otherwise cooperate engage in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waivingnegotiations concerning, or agreeing to waive, provide any provision of any stand-still confidential or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information or data to, or entering into negotiations have any discussions with, any Person person relating to, any Acquisition Proposal; provided, however, in the event that has submitted either party receives an unsolicited bona fide written Target Acquisition Proposal made not and such party’s board of directors concludes in violation of this Agreement good faith after consultation with such party’s financial advisor that such Acquisition Proposal constitutes or any standstill agreement ifis reasonably likely to result in a Superior Proposal, such party may, and only may permit its Subsidiaries and its and its Subsidiaries’ representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the board of directors of such party concludes in good faith, after consultation with counsel, that failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law; provided, further, that prior to providing any nonpublic information permitted to be provided pursuant to the previous clause, it will have entered into a confidentiality agreement with such third party on terms no more favorable to such person than the Confidentiality Agreement. Each party will promptly (with respect to this Section 7.2(awithin one (1) only):Business Day) advise the other party following the receipt of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), and will keep the other party apprised of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal) on a current basis.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall MainSource agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal, except to notify such person of the existence of the provisions of this Section 6.12(a); provided, that, prior to the adoption of this Agreement by the shareholders of MainSource by the Requisite MainSource Vote, in the event MainSource receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, MainSource shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement and which is expressly assignable to First Financial, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with MainSource. MainSource will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than First Financial with respect to any Acquisition Proposal. MainSource will promptly (within twenty-four (24) hours) advise First Financial following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal and a copy thereof if in writing and any agreement with respect related documentation or correspondence), and will keep First Financial apprised of any related developments, discussions and negotiations on a current basis, including any amendments to a Target Acquisition Proposal, or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained MainSource shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):“

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries The Company shall not, and shall cause its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal, except to (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any person or (B) notify a person that has made or, to the knowledge of the Company, is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.10(a); provided, that, prior to the approval of the Merger by the stockholders of the Company by the Requisite Company Vote, in the event the Company receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of the Company concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would violate its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company. The Company will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Purchaser with respect to any Acquisition Proposal. The Company will promptly (within one business day) advise Purchaser following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal, and copies of any proposed agreements, financing commitments, term sheets or letters of intent related thereto), and will keep Purchaser apprised on a current basis of any related developments, discussions and negotiations, including any amendments to or revisions of the material terms of such inquiry or Acquisition Proposal. As used in this Agreement, “Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of the Company and its Subsidiaries or 25% or more of any class of equity or voting securities of the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the Company, (ii) enter into any agreement with respect to tender offer (including a Target Acquisition Proposalself-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the Company, or (iii) engage a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target other similar transaction involving the Company or its SubsidiariesSubsidiaries whose assets, respectively, individually or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreementaggregate, constitute 25% or (z) prior to obtaining more of the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation consolidated assets of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):Company.

Acquisition Proposals. (a) From 1st Service agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination officers and directors of this Agreementit or its Subsidiaries shall, Target and that it shall use its reasonable best efforts to cause its and its Subsidiaries shall not, and shall cause their respective officers, directors, Subsidiaries’ employees, agents and representatives (including any investment bankersbanker, attorneys attorney or other agents accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) take any action to solicitinitiate, initiate solicit or knowingly encourage any Target Acquisition Proposal or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction that could reasonably be expected to lead to, an Acquisition Proposal, (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree to do any of the foregoing. Notwithstanding the foregoing provisions of this Section 7.4(a), in the event that, prior to obtaining the 1st Service Required Vote, 1st Service receives an unsolicited bona fide Acquisition Proposal and the 1st Service Board concludes in good faith that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Target Acquisition Superior Proposal, 1st Service may, and may permit its Subsidiaries and its and their representatives to, furnish or cause to be furnished confidential information or data to the third party making such Acquisition Proposal and participate in negotiations or discussions with such third party regarding such Acquisition Proposal to the extent that the 1st Service Board concludes in good faith (iiafter consultation with its outside counsel) enter that failure to take such actions would result in a violation of its fiduciary duties under applicable law, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, 1st Service shall have entered into any a confidentiality agreement with respect such third party on terms no less favorable to 1st Service than the Confidentiality Agreement, and provided further that 1st Service also shall provide to SNBV a Target Acquisition Proposal, copy of any such confidential information or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish data that it is providing to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only Section 7.4 to the extent that (with respect not previously provided or made available to this Section 7.2(a) only):SNBV.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Company shall not, and shall cause its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate any Target inquiries or proposals with respect to, (ii) knowingly engage or participate in any negotiations with any person concerning or (iii) provide any confidential or nonpublic information or data to, or have or knowingly participate in any discussions with, any person relating to, any Company Acquisition Proposal, except to notify a person that has made or, to the knowledge of Company, is making any inquiries with respect to, or is considering making, a Company Acquisition Proposal of the existence of the provisions of this Section 6.9(a); provided, that, prior to the receipt of the Requisite Company Vote, in the event Company receives an unsolicited bona fide written Company Acquisition Proposal, it may, and may permit its Subsidiaries and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that (A) its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable law or (B) its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors), that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined herein) and; provided, further, that, prior to or concurrently with providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Company. Company will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Buyer with respect to any Company Acquisition Proposal. Company will promptly (and in any event within one (1) business day) advise Buyer following receipt of any Company Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target Company Acquisition Proposal, and the substance thereof (ii) enter into any agreement with respect to a Target including the material terms and conditions of and the identity of the person making such inquiry or Company Acquisition Proposal) and will keep Buyer reasonably apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the material terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Company Acquisition Proposal. Nothing contained in this Section 7.2(a) Company shall prohibit Target use its reasonable best efforts, subject to applicable law and its the fiduciary duties of the Board of Directors from (x) taking and disclosing a position with respect of Company, to a tender offer by a third party pursuant enforce any existing confidentiality or standstill agreements to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement which it or any standstill agreement if, and only to of its Subsidiaries is a party in accordance with the extent that (with respect to this Section 7.2(a) only):terms thereof.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall 6.10.1 Riverside agrees that it will not, and shall will cause their respective its officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person (or Representative of such person) concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person (or Representative of such person) relating to, any Acquisition Proposal, (iv) approve or execute or enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other contract related to any Acquisition Proposal or (v) propose or agree to do any of the foregoing; provided, that, prior to the shareholder vote, in the event (a) Riverside receives an unsolicited bona fide written Acquisition Proposal, and (b) Riverside’s Board of Directors concludes in good faith after consultation with its financial advisor that such Acquisition Proposal constitutes a Superior Proposal and (y) that, after receiving a written opinion from its outside counsel that failure to take such actions would be inconsistent with its fiduciary duties to Riverside’s shareholders under applicable law, Riverside may, and may permit its Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of Riverside concludes in good faith (after receiving the written advice of its outside counsel and, with respect to financial matters, consulting with its financial advisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Riverside shall have entered into a confidentiality agreement with such third party on terms no less favorable to it, XXX and SBT, than the Confidentiality Agreement, which confidentiality agreement shall not provide such third party with any exclusive right to negotiate with Riverside. Riverside will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than XXX with respect to any Acquisition Proposal. Riverside will promptly (within twenty-four (24) hours) advise XXX following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into any agreement with respect to a Target including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will keep XXX apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or (iii) engage revisions of the terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) Each party shall prohibit Target and use its Board of Directors from (x) taking and disclosing a position with respect reasonable best efforts to a tender offer by a third party pursuant enforce any existing confidentiality or standstill agreements to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement which it or any standstill agreement if, and only to of its Subsidiaries is a party in accordance with the extent that (with respect to this Section 7.2(a) only):terms thereof.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries The Company shall not, and shall cause its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning, or relating to, any Acquisition Proposal or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal; provided, that, prior to the approval of the Merger by the stockholders of the Company by the Requisite Company Vote, in the event the Company receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement and its Board of Directors concludes in good faith (after receiving the advice of its outside counsel and with respect to financial matters, its financial advisors) that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of the Company concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have provided such information to Parent and entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company. The Company will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. The Company will promptly (and in any event within twenty-four (24) hours) advise Parent in writing following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (iiincluding the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will promptly (and in any event within twenty-four (24) hours) advise Parent of any related developments, discussions and negotiations, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. The Company shall use its reasonable best efforts, subject to applicable law and the fiduciary duties of the Board of Directors of the Company, to enforce any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal in accordance with its terms. The Company shall use its reasonable best efforts, subject to applicable law, to, within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its affiliates) pursuant to any such confidentiality, standstill or similar agreement. Unless and until this Agreement shall have been duly terminated in accordance with its terms, the Company shall not, and shall cause its Representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement or other definitive transaction agreement (other than a confidentiality agreement referred to and entered into in accordance with respect this Section 6.12(a)) relating to a Target any Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Res-Care shall not, and shall cause their respective not authorize or permit any of its subsidiaries or any of its or its subsidiaries' officers, directors, employees, investment bankers, attorneys employees or other agents not to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Target Acquisition Proposal or any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalknowingly encourage, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in or initiate discussions or negotiations with, or disclose provide any nonpublic non-public information relating to Target or its Subsidiaries, respectively, or furnish to any Person (other than Acquiror, Parent or any of their affiliates or representatives) concerning, other than the transactions contemplated by this Agreement, any proposal or inquiry relating to any merger, consolidation, tender offer, exchange offer, sale of 10% or more of Res-Care's assets, sale of 10% or more of the shares of capital stock or other securities of Res-Care or similar business combination transaction involving Res-Care or any principal operating or business unit of Res-Care or its subsidiaries (an "Acquisition Proposal"). Notwithstanding the foregoing, if, after the date of this Agreement, the Special Committee receives an unsolicited written Acquisition Proposal from any Person and the Special Committee reasonably concludes that the failure to engage in discussions or negotiations with such Person would be inconsistent with the Special Committee's (and the board of directors') fiduciary duties to the Res-Care shareholders under applicable law, then (i) Res-Care or the Special Committee may, directly or indirectly, provide access to or furnish or cause to be furnished information concerning Res-Care's business, properties or assets to such Person pursuant to an appropriate confidentiality agreement and Res-Care or the Special Committee may engage in discussions related thereto, and (ii) Res-Care or the Special Committee may participate in and engage in discussions and negotiations with respect to, or otherwise cooperate in any way with a Target such Person regarding such Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under In the Exchange Actevent that, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on after the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality of this Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted Special Committee receives an unsolicited bona fide written Target Acquisition Proposal made not in violation and the Special Committee determines that the failure to do so would be inconsistent with the Special Committee's (and the board of this Agreement or any standstill agreement if, and only directors') fiduciary duties to the extent that (with respect to this Section 7.2(a) only):Res-Care shareholders under applicable law, the board of

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause their respective its directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives and Affiliates not to, directly or indirectlyindirectly (a) initiate, solicit, encourage or knowingly facilitate inquiries or proposals with respect to, (b) continue, engage or participate in any negotiations concerning, (c) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any Person (other than Persons who are affiliates or representatives of the Company or Seacoast) relating to, or (d) approve, recommend, agree to or accept, any Acquisition Proposal; provided, that, prior to, but not after, the time the Holdings Shareholder Approval is obtained, if the Company receives an unsolicited bona fide Acquisition Proposal that was not received in violation of clauses (a) – (d) above, the Company may, and may permit its officers and Representatives to, furnish or cause to be furnished nonpublic information or data to and participate in such negotiations or discussions with the Person making such Acquisition Proposal to the extent that the Board of Directors of Holdings concludes in good faith (after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor) that failure to take such actions would result in a violation of its fiduciary duties under applicable Law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement and shall provide to Seacoast any such information not previously provided to Seacoast. The Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Seacoast with respect to any Acquisition Proposal. The Company shall promptly, and in any event within 48 hours of receipt, advise Seacoast in writing in the event the Company or any of its directors, employees, officers or Representatives receives (i) take any action to solicit, initiate or encourage any Target Acquisition Proposal or indication by any inquiries or the Person that it is considering making of any proposal that constitutes or could reasonably be expected to lead to a Target an Acquisition Proposal, (ii) enter into any agreement with respect request for information, discussion or negotiation that is reasonably likely to a Target lead to or that contemplates an Acquisition Proposal, Proposal or (iii) any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal, in each case together with the terms and conditions of such Acquisition Proposal, request, inquiry, proposal or offer, and shall furnish Seacoast with a copy of such Acquisition Proposal (or, where such Acquisition Proposal is not in writing, with a description of the material terms and conditions thereof). The Company shall keep Seacoast informed (orally and in writing) in all material respects on a timely basis of the status and details (including, within 48 hours after the occurrence of any amendment, modification, development, discussion or negotiation) of any such Acquisition Proposal, request, inquiry, proposal or offer, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting any of the foregoing, the Company shall promptly (and in any event within 48 hours) notify Seacoast orally and in writing if it determines to begin providing information or to engage or participate in discussions or negotiations withconcerning an Acquisition Proposal and shall in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice. The Company agrees that any breach by its Representatives of this Section 4.12 shall be deemed a breach by the Company. Neither the Board of Directors of Holdings nor any committee thereof shall (i) except as expressly permitted by Section 4.5(a), (A) withdraw (or modify or qualify in any manner adverse to Seacoast) the approval, recommendation or declaration of advisability by the Board of Directors of Holdings or any such committee of this Agreement, the Merger, or disclose any nonpublic information of the other transactions contemplated hereby, (B) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal, (C) resolve, agree or propose to take any such actions or (D) submit this Agreement to its shareholders without recommendation (each such action set forth in this clause (i) being referred to herein as an “Adverse Recommendation Change”) or (ii) (A) cause or permit Holdings or the Bank to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract constituting or relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect which is intended to a tender offer by a third party pursuant or is reasonably likely to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waivelead to, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, Proposal or (zB) prior resolve, agree or propose to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, take any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):such actions.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries EML shall not, and nor shall cause their respective officersEML permit any of the EML Subsidiaries to, directorsnor shall EML authorize or permit any officer, employeesdirector or employee of, or any investment bankersbanker, attorneys attorney, accountant or other agents not advisor or representative (collectively, “Representatives”) of, EML or any of the EML Subsidiaries to, directly or indirectly, (ia) take any action to solicit, initiate or encourage the submission of any Target EML Acquisition Proposal or (b) enter into, continue or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or agree to or endorse, or take any other action to facilitate any EML Acquisition Proposal or any inquiries or the making of any proposal that constitutes constitutes, or may reasonably be expected to lead to, any EML Acquisition Proposal; provided, however, that nothing contained in this Section 6.2 shall prohibit the Board of Directors of EML from, at any time prior to obtaining approval of the Conversion and this Agreement by EML’s Members, furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide EML Acquisition Proposal if, (A) the Board of Directors of EML received the EML Acquisition Proposal following the date on which the Contemplated Transactions are publicly announced, (B) the Board of Directors of EML determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with its fiduciary duties under Applicable Law, and (C) prior to taking such action, EML (x) provides reasonable notice to EHC to the effect that it is taking such action, and (y) receives from such person or entity an executed confidentiality agreement having terms no less favorable (in the aggregate and except as to standstill provisions) to EML than the terms of the Confidentiality Agreement dated August 23, 2004, between EML and EHC. Notwithstanding anything in this Agreement to the contrary, EML shall as promptly as practicable advise EHC orally and in writing of the receipt by it (or any of the other entities or persons referred to above) after the date hereof of any EML Acquisition Proposal, or any inquiry which could reasonably be expected to lead to a Target any EML Acquisition Proposal, (ii) enter into the material terms and conditions of such EML Acquisition Proposal or inquiry, and the identity of the person making any agreement with respect to a Target such EML Acquisition Proposal, Proposal or (iii) engage or participate in discussions or negotiations with, or disclose inquiry. EML will keep EHC fully informed of the status and details of any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target such EML Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):The term “

Acquisition Proposals. (a) From the date hereof until the termination The Company agrees that neither it nor any of this Agreement, Target and its Subsidiaries shall not, and shall cause their respective nor any of the officers, directors, employees, investment bankersagents or representatives of it or its Subsidiaries (collectively, attorneys or other agents not tothe "Representatives") shall, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal or otherwise facilitate any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead offer with respect to a Target merger, liquidation, recapitalization, reorganization, share exchange, consolidation or similar transaction involving it, or any purchase of, or tender offer for, any equity securities of it or any of its Subsidiaries or 15% or more of its and its Subsidiaries' assets (based on the fair market value thereof) taken as a whole (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the Representatives or Subsidiaries shall, directly or indirectly, have any discussions with or provide any non-public information or data to any Person relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, (ii) or otherwise facilitate any effort to attempt to make or implement an Acquisition Proposal or enter into any agreement with respect or understanding requiring it to a Target Acquisition Proposalabandon, terminate, delay or (iii) engage fail to consummate the Merger or participate in discussions or negotiations withany other transactions contemplated by the Agreement; provided, or disclose any nonpublic information relating to Target or its Subsidiarieshowever, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing that nothing contained in this Section 7.2(a) Agreement shall prohibit Target and prevent the Company or its Board board of Directors directors from (x) taking and disclosing a position complying with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act, (y) waiving, or agreeing Act with regard to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target an Acquisition Proposal; and further provided, so long as simultaneously with such waiverhowever, such parties become subject to stand-still provisions at least as restrictive as those that nothing contained in Section 5.2 shall prohibit the Confidentiality Agreement, Company or (z) prior to obtaining the Target Stockholders’ Approval, any Representative from furnishing information, including nonpublic information to, or entering into discussions or negotiations with, any Person person or entity that has submitted makes an unsolicited written, bona fide written Target Acquisition Proposal made not (i) that involves all cash consideration and contains no express financing contingency; and (ii) that the Board of Directors of the Company concludes in violation good faith is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal, and that would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement or (any standstill agreement such more favorable Acquisition Proposal being referred to herein as a "Superior Proposal") if, and only to the extent that, (A) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it is taking such action, and (with respect y) receives from such person or entity an executed confidentiality agreement in reasonably customary from, and (B) the Company promptly advises Parent as to this Section 7.2(a) only):all of the relevant details relating to, and all material aspects, of any such discussions or negotiations.

Acquisition Proposals. (a) From the date hereof until the termination hereof, the Company and the Company Subsidiaries will not initiate, solicit or encourage (including by way of this Agreementfurnishing information or assistance), Target and its Subsidiaries shall not, and shall cause their respective officers, directors, employees, investment bankers, attorneys or other agents not to, directly or indirectly, (i) take any other action to solicitfacilitate, initiate or encourage any Target Acquisition Proposal or any inquiries or the making of any proposal relating to, or that constitutes or could may reasonably be expected to lead to a Target Acquisition Proposalto, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in enter into discussions or negotiations withnegotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal, or disclose agree to or endorse any nonpublic information Acquisition Proposal, or authorize or permit any of the officers, directors or employees of the Company or any of the Company Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of the Company Subsidiaries to take any such action, and the Company shall promptly notify Purchaser of all relevant terms of any such inquiries and proposals received by the Company or any of the Company Subsidiaries, or by any such officer, director, investment banker, financial advisor, attorney, accountant or other representative relating to Target any such matters, and if such inquiry or its Subsidiariesproposal is in writing, respectivelythe Company shall promptly deliver or cause to be delivered to Purchaser a copy of such inquiry or proposal; provided, or furnish to any Person any information with respect tohowever, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing that nothing contained in this Section 7.2(a) 7.2 shall prohibit Target and its the Board of Directors of the Company from (xi) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into discussions or negotiations with, any Person that has submitted person or entity in connection with an unsolicited bona fide written Target Acquisition Proposal made not proposal in violation writing by such person or entity to acquire the Company pursuant to a merger, consolidation, share exchange, business combination or other similar transaction or to acquire a substantial portion of this Agreement the assets of the Company or any standstill agreement of the Company Subsidiaries, if, and only to the extent that (A) the Board of Directors of the Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to the Company's shareholders under applicable law and (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company (x) provides written notice to Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) enters into with such person or entity a confidentiality agreement in reasonably customary form on terms not more favorable to such person or entity than the terms contained in the Confidentiality Agreement dated April 26, 1995, or (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. The term "Acquisition Proposal" as used herein means any proposal to purchase or acquire any equity securities or (except in the ordinary course of business) assets of, or merge or combine with, the Company or any of its subsidiaries. Immediately after the execution and delivery of this Agreement, the Company will cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal and shall send a written notice to each party that it has had discussions with during the 30 days prior to the date of this Section 7.2(a) only):Agreement that the Board of Directors of the Company no longer seeks the making of any Acquisition Proposal.

Acquisition Proposals. (a) From The Company agrees that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and shall instruct their respective officers or directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives not to (i) initiate, solicit, encourage or knowingly facilitate the making of any Acquisition Proposal (as hereinafter defined) or (ii) except as permitted below, engage in negotiations or discussions with, or furnish any non-public 35 44 information or data to, any third party relating to an Acquisition Proposal (other than the transactions contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, until the receipt of the Required Vote, and subject to the provisions of Section 5.2(b) and (c), the Company and the Board (i) may participate in negotiations or discussions (including, as a part thereof, making any counterproposal) with or furnish information or data to any third party pursuant to a confidentiality agreement on terms no less favorable to the Company as the Confidentiality Agreement (as defined hereinafter), if either (A) the Board determines in good faith, after receiving the advice of its financial advisors, that a third party has made a Superior Proposal after the date hereof until or an Acquisition Proposal that the termination Board concludes would be reasonably likely to constitute a Superior Proposal (and such Acquisition Proposal was not solicited by the Company or any affiliate or agent of the Company at the explicit or implicit direction of the Company) or (B) the Board determines in good faith, after consultation with independent counsel, that the failure to participate in such negotiations or discussions or to furnish such information or data would be reasonably likely to constitute a breach of the Board's fiduciary duties under applicable law, (ii) shall be permitted to (X) take and disclose to the holders of the Company Common Stock a position with respect to the Merger or another Acquisition Proposal (including a Superior Proposal), or amend or withdraw such position, if, based on the advice of independent counsel, the Board determines that such action is required pursuant to Rules 14d-9 and 14e-2 under the Exchange Act and (Y) make disclosure to stockholders as the Board determines after consultation with independent counsel is necessary to comply with the Board's fiduciary duties under applicable law and (iii) shall be permitted to request from any Person making an Acquisition Proposal such information as may be necessary for the Board to inform itself as to the material terms of the Acquisition Proposal. Immediately after the execution and delivery of this Agreement, Target the Company and its Subsidiaries shall notwill, and shall cause will instruct their respective officers, directors, employees, investment bankers, attorneys or attorneys, accountants and other agents not to, directly cease and terminate any existing activities, discussions or indirectly, (i) take negotiations with any action to solicit, initiate or encourage any Target Acquisition Proposal or any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement parties conducted heretofore with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target possible Acquisition Proposal. Nothing contained The Company agrees that it will take the necessary steps to promptly inform its officers, directors, investments bankers, attorneys, accountants, financial advisors, agents or other representatives involved in the transactions contemplated by this Agreement of the obligations undertaken in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):5.2(a).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target FCB and its Subsidiaries shall NMB each agrees that it will not, and shall will cause their respective its Subsidiaries and its and its Subsidiaries’ officers, directors, employeesagents, investment bankers, attorneys or other agents advisors and affiliates not to, directly or indirectlyinitiate, (i) take any action to solicit, initiate encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information proposals with respect to, or otherwise cooperate engage in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waivingnegotiations concerning, or agreeing to waive, provide any provision of any stand-still confidential or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information or data to, or entering into negotiations have any discussions with, any Person that has submitted relating to, any Acquisition Proposal; provided that, in the event either party receives an unsolicited bona fide written Target Acquisition Proposal made not and such party’s board of directors concludes in violation of this Agreement good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or any standstill agreement ifis reasonably likely to result in a Superior Proposal, such party may, and only may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the board of directors of such party concludes in good faith (after consultation with counsel) that failure to take such actions would reasonably be expected to be a violation of its fiduciary duties under applicable law; provided that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the confidentiality agreement as entered into on April 20, 2006 between NMB and FCB (the “Confidentiality Agreement”). Each of FCB and NMB will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any persons other than FCB or NMB, as the case may be, with respect to this Section 7.2(aany Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. FCB and NMB will promptly (within one business day) only):advise the other party following receipt of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), and will keep the other party apprised of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal) on a current basis.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Merchants agrees that it will not, and shall will cause their its Subsidiaries and its Subsidiaries’ respective directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into any agreement with respect to a Target Acquisition Proposalcontinue, or (iii) engage or participate in discussions any negotiations concerning, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations discussions with, any Person that has submitted (other than Persons who are Affiliates or Representatives of Merchants or Community) relating to, or (iv) except as expressly permitted by Section 4.5(a), approve, recommend, agree to or accept, any Acquisition Proposal; provided, that, prior to, but not after, the time the Merchants Stockholder Approval is obtained, if Merchants receives an unsolicited bona fide written Target Acquisition Proposal made after the date of this Agreement that was not received in violation of this Agreement or any standstill agreement ifclauses (i) — (iv) above, and only Merchants’ Board of Directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Merchants may, and may permit its directors, officers, employees and Representatives to, furnish or cause to be furnished nonpublic information or data to and participate in such negotiations or discussions with the Person making such Acquisition Proposal to the extent that the Board of Directors of Merchants concludes in good faith (after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor) that failure to take such actions would be inconsistent with its fiduciary duties under applicable Law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Merchants shall have entered into an Acceptable Confidentiality Agreement and shall provide to Community any such information not previously provided to Community. Notwithstanding anything to the contrary contained in this Agreement, Merchants and its Representatives may (without any determination by the Board of Directors of Merchants or consultation with outside counsel or its financial advisor) (x) following receipt of an unsolicited bona fide Acquisition Proposal after the date of this Agreement and prior to the time the Merchants Stockholder Approval is obtained that was not received in violation of clauses (i) — (iv) above, contact such third party solely in order to clarify and understand the terms and conditions of such Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal and/or (y) direct any Person who makes an Acquisition Proposal or who expresses interest to Merchants in making an Acquisition Proposal to this Agreement, including the provisions of this Section 7.2(a4.12. Merchants will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Community with respect to any Acquisition Proposal. Merchants shall use its reasonable best efforts, subject to applicable Law, to, within ten (10) only):Business Days after the date hereof, request and confirm the return or destruction of any confidential information provided to any Person (other than Community and its Affiliates and its and their Representatives) pursuant to any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal.

Acquisition Proposals. (a) From As of the date hereof until the termination of this Agreementhereof, Target and its Subsidiaries IRBC shall not, and nor shall cause it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize or permit any of their respective officers, directors, employees, investment bankers, attorneys representatives or other agents not to, directly or indirectly, (i) take any action to solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any Target inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an "Acquisition Agreement") or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes constitutes, or could that would reasonably be expected to lead to a Target to, any Acquisition Proposal; provided, however, that if, at any time prior to the IRBC Stockholders' Meeting, and without any breach of the terms of this Section 7.6(a), IRBC receives an Acquisition Proposal from any Person that in the good faith judgment of the IRBC Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, IRBC may (iix) enter into any agreement furnish information (including non-public information) with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish IRBC to any such Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect pursuant to a tender offer by a third party pursuant confidentiality agreement containing confidentiality provisions no more favorable to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a such Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as than those in the Confidentiality AgreementAgreement between ANB and IRBC dated September 25, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if2003, and only to the extent that (y) participate in negotiations with respect to this Section 7.2(a) only):such Person regarding such Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each Party agrees that it will not, and shall will cause their respective its Subsidiaries and its and its Subsidiaries' officers, directors, employees, investment bankers, attorneys or other agents Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations concerning, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any Person relating to, or (iv) in the case of Union Planters only, waive any provisions of or amend the terms of the Union Planters Rights Plan to facilitate, any Acquisition Proposal; provided that, in the event either Party receives an unsolicited bona fide written Acquisition Proposal, such Party may, and may permit its Subsidiaries and its and its Subsidiaries' Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of such Party concludes in good faith (after receiving the advice of its outside counsel and its financial advisors) that failure to take such actions would result in a violation of its fiduciary duties under applicable Law; provided further that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement. Each Party will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Union Planters or Regions, as the case dictates, with respect to any Acquisition Proposal. Each Party will promptly (within one day) advise the other Party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into any agreement with respect to a Target including the identity of the Person making such Acquisition Proposal), or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under will keep the Exchange Act, (y) waiving, or agreeing to waive, any provision other Party apprised of any stand-still related developments, discussions and negotiations on a current basis. Each of the Parties shall use its reasonable best efforts to enforce any existing confidentiality or similar agreement in effect on the date hereof standstill agreements to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement which it or any standstill agreement if, and only to of its Subsidiaries is a party in accordance with the extent that (with respect to this Section 7.2(a) only):terms thereof.

Acquisition Proposals. (a) From the date hereof until the termination The Company agrees that neither it nor any of this Agreement, Target and its Subsidiaries shall not, and shall cause nor any of their respective officers, directorsdirectors and employees shall, employeesand that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any financial advisor, investment bankers, attorneys attorney or other agents accountant retained by it) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal or otherwise facilitate any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement offer with respect to a Target an Acquisition Proposal. The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors and employees shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives (including any financial advisor, attorney or accountant retained by it) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or (iii) engage otherwise facilitate any effort or participate in discussions attempt to make or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target implement an Acquisition Proposal. Nothing ; provided, however, that nothing contained in this Section 7.2(a) Agreement shall prohibit Target and its prevent the Company or the Company Board of Directors from (xA) taking and disclosing a position complying with respect its disclosure obligations under federal or state law; (B) at any time prior, but not after the Company Meeting is convened, providing information in response to a tender offer request therefor by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that who has submitted made an unsolicited bona fide written Target Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement; (C) engaging in any negotiations or discussions with any Person who has made not in violation an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the stockholders of this Agreement or any standstill agreement ifthe Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board determines in good faith (after consultation with outside legal counsel) that such action is, in the absence of the foregoing proscriptions, legally required in order for its directors to comply with their respective fiduciary duties under applicable Law and (ii) in each such case referred to in clause (C) or (D) above, the Company Board determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal is a Superior Proposal. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will take the necessary steps to promptly inform the individuals referred to in the first sentence hereof of the obligations undertaken in this Section 7.2(a6.06. The Company agrees that it will notify Parent promptly, but in no event later than the next succeeding Business Day, if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep Parent informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. As used in this Agreement, (i) only):“Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries and (ii) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power or of any class of equity securities of the Company or those of any of its Subsidiaries or 15% or more of the consolidated total assets (including, without limitation, equity securities of its Subsidiaries) of the Company, in each case other than the transactions contemplated by this Agreement; and (ii) “Superior Proposal” means an unsolicited bona fide Acquisition Proposal involving more than 50% of the assets (on a consolidated basis) or total voting power of the equity securities of the Company that its board of directors has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transaction contemplated by this Agreement (after taking into account any revisions to the terms of the transaction contemplated by Section 6.03(c) of this Agreement and the time likely to be required to consummate such Acquisition Proposal).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Steuben agrees that it will not, and shall will cause their respective its directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into any agreement with respect to a Target Acquisition Proposalcontinue, or (iii) engage or participate in discussions any negotiations concerning, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations discussions with, any Person that has submitted (other than Persons who are Affiliates or Representatives of Steuben or Community) relating to, or (iv) approve, recommend, agree to or accept, any Acquisition Proposal; provided, that, prior to, but not after, the time the Steuben Shareholder Approval is obtained, if Steuben receives an unsolicited bona fide written Target Acquisition Proposal made after the date of this Agreement that was not received in violation of this Agreement or any standstill agreement ifclauses (i) – (iv) above, and only Steuben’s Board of Directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Steuben may, and may permit its officers and Representatives to, furnish or cause to be furnished nonpublic information or data to and participate in such negotiations or discussions with the Person making such Acquisition Proposal to the extent that the Board of Directors of Steuben concludes in good faith (after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor) that failure to take such actions would be inconsistent with its fiduciary duties under applicable Law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Steuben shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”) and shall provide to Community any such information not previously provided to Community. Notwithstanding anything to the contrary contained in this Agreement, Steuben and its Representatives may (without any determination by the Board of Directors of Steuben or consultation with outside counsel or its financial advisor) (x) following receipt of an unsolicited bona fide Acquisition Proposal after the date of this Agreement and prior to the time the Steuben Shareholder Approval is obtained that was not received in violation of clauses (i) – (iv) above, contact such third party solely in order to clarify and understand the terms and conditions of such Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal and/or (y) direct any Person who makes an Acquisition Proposal or who expresses interest to Steuben in making an Acquisition Proposal to this Agreement, including the provisions of this Section 7.2(a4.12. Steuben will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Community with respect to any Acquisition Proposal. Steuben shall use its reasonable best efforts, subject to applicable Law, to, within ten (10) only):Business Days after the date hereof, request and confirm the return or destruction of any confidential information provided to any Person (other than Community and its Affiliates and its and their Representatives) pursuant to any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal and shall withdraw and terminate any access that was granted to any third party to any “data room” (electronic or physical) that was established in connection with a transaction involving Steuben.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Apollo agrees that it will not, and shall will cause their respective its directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate or knowingly encourage any Target Acquisition Proposal or any facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into engage or participate in any agreement with respect to a Target Acquisition Proposalnegotiations concerning, or (iii) engage provide any confidential or nonpublic information or data to, or have or participate in any discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted relating to, any Acquisition Proposal; provided, that, in the event Apollo receives an unsolicited bona fide written Target Acquisition Proposal made that does not in violation of violate (i) and (ii) above at any time prior to, but not after, the time this Agreement or any standstill agreement ifis adopted by the Apollo Shareholder Approval, and only Apollo’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Apollo may, and may permit its officers and Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of Apollo concludes in good faith (and based on the written advice of outside legal counsel) that failure to take such actions would result in a breach of its fiduciary obligations to the Apollo Shareholders under applicable Law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Apollo shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement. Apollo will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Seacoast with respect to any Acquisition Proposal. Apollo shall promptly (and in any event within two Business Days) advise Seacoast following the receipt or notice of any Acquisition Proposal and the substance thereof (including the identity of the Person making such Acquisition Proposal), and will keep Seacoast apprised of any related developments, discussions and negotiations on a current basis. Apollo agrees that any breach by its Representatives of this Section 7.2(a) only):4.12 shall be deemed a breach by Apollo.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Company shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate any Target inquiries or proposals with respect to any Acquisition Proposal, engage or participate in any negotiations with any person concerning any Acquisition Proposal, provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal (except to notify a person that has made or, to the knowledge of such party, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.13) or unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (whether written or oral, binding or nonbinding) (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal (any such agreement, an “Alternative Acquisition Agreement”). Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Company Vote, Company receives an unsolicited bona fide written Acquisition Proposal that did not result from or arise in connection with a breach of this Section 6.13(a), Company may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of Company concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be inconsistent with its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, Company shall have provided such information to Parent and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to Company than the Confidentiality Agreement (“Acceptable Confidentiality Agreement”), which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Company. Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions, or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. Company will promptly (within twenty-four (24) hours) advise Parent following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide Parent with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received in connection with any such inquiry or Acquisition Proposal, (ii) enter into and will keep Parent apprised of any agreement with respect related developments, discussions and negotiations on a current basis, including any amendments to a Target Acquisition Proposal, or (iii) engage revisions of the material terms of such inquiry or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) Company shall prohibit Target and use its Board of Directors from (x) taking and disclosing a position with respect reasonable best efforts to a tender offer by a third party pursuant enforce any existing confidentiality or standstill agreements to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement which it or any standstill agreement if, and only to of its Subsidiaries is a party in accordance with the extent that (with respect to this Section 7.2(a) only):terms thereof.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Landmark shall not, and nor shall cause it permit any of its Subsidiaries to, nor shall it or any of its Subsidiaries authorize or permit any of their respective officers, directors, employees, investment bankers, attorneys representatives or other agents not to, directly or indirectly, (i) take any action to solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any Target inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”), or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes constitutes, or could that would reasonably be expected to lead to a Target to, any Acquisition Proposal; provided, however, that if, at any time prior to the Landmark Stockholders’ Meeting, and without any breach of the terms of this Section 7.5(a), (iiA) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted Landmark receives an unsolicited bona fide written Target Acquisition Proposal made not from any Person that in the good faith judgment of the Landmark Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, and (B) the Landmark Board determines in good faith, after consultation with outside legal counsel, that failure to participate in discussions with such Person concerning such Acquisition Proposal would likely result in a violation of this Agreement or any standstill agreement ifits fiduciary duties under applicable Law, and only to the extent that then Landmark may (x) furnish information (including non-public information) with respect to this Section 7.2(aLandmark to any such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between NCC and Landmark dated February 9, 2018 (provided that Landmark must contemporaneously furnish to NCC all such information furnished to such Person), and (y) only):participate in negotiations with such Person regarding such Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries PB shall not, and nor shall cause it permit any of its Subsidiaries to, nor shall it or any of its Subsidiaries authorize or permit any of their respective officers, directors, employees, investment bankers, attorneys representatives or other agents not to, directly or indirectly, (i) take any action to solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any Target inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”), or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes constitutes, or could that would reasonably be expected to lead to a Target to, any Acquisition Proposal; provided, however, that if, at any time prior to the PB Stockholders’ Meeting, and without any breach of the terms of this Section 7.5(a), (iiA) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted PB receives an unsolicited bona fide written Target Acquisition Proposal made not from any Person that in the good faith judgment of the PB Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, and (B) the PB Board determines in good faith, after consultation with outside legal counsel, that failure to participate in discussions with such Person concerning such Acquisition Proposal would likely result in a violation of this Agreement or any standstill agreement ifits fiduciary duties under applicable Law, and only to the extent that then PB may (x) furnish information (including non-public information) with respect to this Section 7.2(aPB to any such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between NCC and PB dated December 6, 2016 (provided that PB must contemporaneously furnish to NCC all such information furnished to such Person), and (y) only):participate in negotiations with such Person regarding such Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause their respective its directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into engage or participate in any agreement with respect to a Target Acquisition Proposalnegotiations concerning, or (iii) engage provide any confidential or nonpublic information or data to, or have or participate in any discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted relating to, any Acquisition Proposal; provided, that, in the event the Company receives an unsolicited bona fide written Target Acquisition Proposal made that does not in violation of violate (i) and (ii) above at any time prior to, but not after, the time this Agreement or any standstill agreement ifis adopted by the Holding Shareholder Approval, and only Holding’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, the Company may, and may permit its officers and Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of Holding concludes in good faith (and based upon the written advice of its outside counsel) that failure to take such actions would or would be reasonably likely to result in a violation of its fiduciary duties under applicable Law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement. The Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Seacoast with respect to any Acquisition Proposal. The Company shall promptly (and in any event within two Business Days) advise Seacoast following the receipt or notice of any Acquisition Proposal and the substance thereof (including the identity of the Person making such Acquisition Proposal), and will keep Seacoast apprised of any related developments, discussions and negotiations on a current basis. The Company agrees that any breach by its Representatives of this Section 7.2(a) only):4.12 shall be deemed a breach by the Company.

Acquisition Proposals. (a) From The Company agrees that (1) it will not (and it will cause its subsidiaries and each officer, director or employee of the date hereof until the termination Company or any of this Agreement, Target and its Subsidiaries shall not, and shall cause their respective officers, directors, employees, investment bankers, attorneys or other agents subsidiaries not to, ) directly or indirectly, : (i) take any action to solicit, initiate or encourage the submission of any Target Acquisition Proposal (as defined in Section 9.11 herein), (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to the Company or any of its subsidiaries in connection with, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes constitutes, or could may reasonably be expected to lead to a Target to, any Acquisition Proposal, Proposal or (iiiii) enter into any agreement with respect to a Target an Acquisition ProposalProposal and (2) it will not authorize or permit any investment banker, attorney or accountant, or other advisor or representative of, the Company or any of its subsidiaries to take any of the actions referred to in clauses (1)(i), (ii) or (iii) engage or participate in discussions or negotiations with); provided, or disclose any nonpublic information relating to Target or its Subsidiarieshowever, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing that nothing contained in this Section 7.2(a6.4(a) shall prohibit Target and its the Company Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into discussions or negotiations with, any Person person that has submitted makes an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (A) the Company Board, after consultation with and based upon the advice of independent legal counsel, reasonably determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Company's stockholders under applicable Law, (B) the Company Board reasonably determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, and believes in good faith, after consultation with an independent, nationally recognized financial advisor, that such Acquisition Proposal would, if consummated, result in a transaction materially more favorable to the Company's stockholders from a financial point of view than the Merger (any such materially more favorable Acquisition Proposal being referred to herein as a "SUPERIOR PROPOSAL"), and (C) prior to taking such action, the Company (x) provides three Business Day prior written notice to Parent to the effect that it is proposing to take such action and (y) receives from such person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement. The Company shall notify Parent of any Acquisition Proposal or request for nonpublic information by any person who is making, or who has indicated that it is considering making, an Acquisition Proposal (including, without limitation, all material terms and conditions thereof and the identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a current basis of the status of any inquiries, discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information delivered to such person which has not previously been made available to Parent. Immediately after the execution and delivery of this Agreement, the Company will, and will cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal and shall notify each Party that it, or any officer, director, investment advisor, financial advisor, attorney or other representative retained by it, has had discussions with during the 90 days prior to the date of this Section 7.2(a) only):Agreement that the Company Board no longer seeks or requests the making of any Acquisition Proposal, and withdraws any consent theretofore given to the making of an Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate any Target inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section ‎6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite FIBK Vote, in the case or FIBK, or the Requisite GWB Vote, in the case of GWB, a party receives an unsolicited bona fide written Acquisition Proposal that did not result from or arise in connection with a breach of this Section ‎6.13(a), such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than GWB or FIBK, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any agreement such Acquisition Proposal and any draft agreements, proposals or other materials received in connection with respect to a Target any such inquiry or Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third will keep the other party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision apprised of any stand-still or similar agreement in effect related developments, discussions and negotiations on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing informationcurrent basis, including nonpublic information to, any amendments to or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation revisions of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):the

Acquisition Proposals. (a) From the date hereof of this Agreement until the termination of this Agreementhereof, Target Bellwether and its Subsidiaries shall will not, and shall will cause their respective officers, directors, employees, investment bankers, attorneys employees or other agents not to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Target Bellwether Acquisition Proposal (as hereinafter defined) or any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target Bellwether or its Subsidiaries, respectively, or furnish afford access to their respective properties, books or records to any Person any information with respect tothat may be considering making, or otherwise cooperate in any way with has made, a Target Bellwether Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target Bellwether and its Board of Directors from (xi) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (zii) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted indicated its willingness to make an unsolicited bona fide written Target Bellwether Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that, (A) such unsolicited bona fide proposal relating to a Bellwether Acquisition Proposal is made by a third party that the Board of Directors of Bellwether determines in good faith has the good faith intent to proceed with negotiations to consider, and financial capability to consummate, such Bellwether Acquisition Proposal, (B) the Board of Directors of Bellwether, after consulting with outside legal counsel to Bellwether, determines in good faith that such action is required for the Board of Directors of Bellwether to comply with its fiduciary duties imposed by applicable law, (C) contemporaneously with furnishing such information to, or entering into discussions or negotiations with, such Person Bellwether provides written notice to Bargx xx the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person and (D) Bellwether uses all reasonable efforts to keep Bargx xxxormed in all material respects of the status and terms of any such negotiations or discussions (including the identity of the Person with whom such negotiations or discussions are being held) and provides Bargx xxxies of such written proposals and any amendments or revisions thereto or correspondence related thereto; provided, that Bargx xxxees to execute a confidentiality agreement, in form reasonably acceptable to it, with respect to any such information delivered to Bargx xxxsuant to this Section 7.2(a) only):clause (D), which confidentiality agreement shall be subject to Bargx'x xxxclosure obligations arising under applicable law or securities exchange regulations. The term "

Acquisition Proposals. (a) From the date hereof until the termination Lincoln agrees that neither it nor any of this Agreementits officers, Target and its Subsidiaries shall nottrustees, or directors shall, and that Lincoln shall use its reasonable best efforts to cause their respective its employees, agents and representatives (together with Lincoln’s officers, directorsdirectors and trustees, employees, investment bankers, attorneys or other agents the “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal otherwise facilitate (including, without limitation, by way of furnishing confidential information or data) any inquiries regarding, or the making of, any Acquisition Proposal (other than by Ion MHC). Lincoln further agrees that neither it nor any of its officers, directors or trustees shall, directly or indirectly, and that Lincoln shall use its reasonable best efforts to cause its Representatives not to, engage in any proposal that constitutes negotiations concerning, or could reasonably be expected provide any confidential information or data to lead or have any discussions with, any Person relating to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target an Acquisition Proposal, or (iii) engage enter into any definitive agreement, arrangement or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information understanding with respect toto an Acquisition Proposal or requiring it (or conditioned upon requiring it) to abandon, terminate or otherwise cooperate in fail to consummate the Holding Company Merger or any way with a Target Acquisition Proposal. Nothing other transactions contemplated by this Agreement; provided, however, that nothing contained in this Section 7.2(a) Agreement shall prohibit Target prevent LPB or the LPB Board, between the date of this Agreement and its Board prior to the date of Directors LPB Meeting, from (xA) taking and disclosing a position with respect providing information in response to a tender offer request therefor by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that who has submitted made an unsolicited bona fide written Target Acquisition Proposal if the LPB Board receives from the Person so requesting such information an executed confidentiality agreement no less favorable to it than the Confidentiality Agreement entered into on August 26, 2021 by Ion MHC and LPB (and LPB shall enforce and not waive any provision of any confidentiality agreement entered into with any such Person contemplated by this Section 7.7); (B) engaging in any negotiations or discussions with any Person who has made not in violation an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of this Agreement or any standstill agreement ifLPB, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the LPB Board determines in good faith (after consultation with outside legal counsel) and by a majority vote of the entire LPB Board that such action would be required in order for its directors to comply with their respective fiduciary duties under applicable law, (ii) in each such case referred to in clause (A) or (B) above, the LPB Board also determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to lead to a Superior Proposal (as hereinafter defined), and (iii) in the case referred to in clause (C) above, (w) the LPB Board also determines in good faith (after consultation with its financial advisor) and by a majority of the entire LPB Board that such Acquisition Proposal is a Superior Proposal, (x) LPB Board has given Ion MHC five (5) Business Days’ prior written notice of its intention to recommend such Acquisition Proposal to the shareholders of LPB, (y) the LPB Board has considered any changes to the Aggregate Merger Consideration, Per Share Merger Consideration or to this Agreement (if any) proposed by Ion MHC, and (z) LPB Board has determined in good faith and by a majority vote of the entire LPB Board, after consultation with LPB’s outside legal counsel and after consultation with its financial advisor, that such unsolicited proposal remains a Superior Proposal even after the changes proposed by Ion MHC. A “Superior Proposal” shall be a bona fide Acquisition Proposal for 100% of the outstanding securities of LPB that is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and, if consummated, is reasonably likely to result in a transaction more favorable to LPB’s shareholders from a financial point of view than the Holding Company Merger. Lincoln agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals and shall request the return or destruction of all confidential information provided to any such parties prior to the date of this Section 7.2(aAgreement. LPB agrees that it will notify Ion MHC immediately if any inquiries, proposals or offers are received by LPB, any such information is requested from LPB, or any discussions or negotiations are sought to be initiated or continued with LPB or any of its Representatives relating to an Acquisition Proposal. Lincoln will promptly (within one Business Day) only):advise Ion MHC following receipt of any Acquisition Proposal and the substance thereof (including the identity of the Person making such Acquisition Proposal), and will keep Ion MHC apprised of any related developments, discussions and negotiations (including the terms and conditions (and any amendments or modifications thereto) of the Acquisition Proposal) on a current basis. LPB will use its best efforts to enforce (and will not waive any provisions of) any confidentiality or similar agreement entered into by it or on its behalf by Xxxxx Xxxxxxx & Co. or otherwise relating to a potential Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Powhatan Point shall not, and shall cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) engage or participate in any negotiations with any person concerning or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal; provided, that, prior to the receipt of the Requisite Powhatan Point Vote, in the event Powhatan Point receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its legal counsel) that such action is reasonably required for the Powhatan Point Board of Directors to comply with its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing provision, Powhatan Point shall have provided such information to United Bancorp, and shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Powhatan Point. Powhatan Point will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than United Bancorp with respect to any Acquisition Proposal. Powhatan Point will promptly (and in any event within two (2) business days) advise United Bancorp following receipt of any Acquisition Proposal, and the substance thereof (including the material terms and conditions of such Acquisition Proposal), and will keep United Bancorp reasonably apprised of any material developments, discussions and negotiations on a current basis, including any material amendments to or revisions of the terms of such Acquisition Proposal. Powhatan Point shall use its reasonable best efforts, subject to applicable law and the fiduciary duties of the Board of Directors of Powhatan Point, to enforce any existing confidentiality or standstill agreement to which it or any of its Subsidiaries is a party in accordance with the terms thereof. Until the termination of this Agreement, Powhatan Point shall not, and shall cause its Subsidiaries and its and their Representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement, or other definitive transaction agreement (other than a confidentiality agreement referred to and entered into in accordance with respect this Section 6.11(a)) relating to a Target any Acquisition Proposal. As used in this Agreement, “Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement, any offer or proposal relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of Powhatan Point and its Subsidiaries or 25% or more of any class of equity or voting securities of Powhatan Point or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% of the consolidated assets of Powhatan Point, (ii) any tender offer or exchange offer that, if consummated, would result in such third party beneficially owning more than 25% of any class of equity or voting securities of Powhatan Point or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% of the consolidated assets of Powhatan Point, or (iii) engage a merger, consolidation, share exchange or participate in discussions or negotiations withother business combination, or disclose any nonpublic information relating to Target reorganization involving Powhatan Point or its SubsidiariesSubsidiaries whose assets, respectivelyindividually or in the aggregate, or furnish to any Person any information with respect toconstitute more than 25% of the consolidated assets of Powhatan Point, or otherwise cooperate except, in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waiveeach case, any provision sale of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those whole loans and securitizations in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, ordinary course of business and any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):internal reorganization.

Acquisition Proposals. (a) From the date hereof until the termination Upon execution of this Agreement, Target Seller and its Subsidiaries shall not, and shall cause their respective officers, directors, employees, investment bankersagents and advisors (a) will immediately cease any existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal (as hereinafter defined), attorneys and (b) (except as described in the next sentence) shall not participate in any new discussions or other agents not tonegotiations with respect to any Acquisition Proposal. Seller may, directly or indirectly, furnish information and access, in each case only in response to requests that were not solicited by Seller (i) take any action to solicit, initiate or encourage any Target Acquisition Proposal or any inquiries officer, director, employee, agent or advisor on its behalf) after the making date of this Agreement, to any corporation, partnership, person or other entity or group (each, a "Potential Purchaser") pursuant to confidentiality agreements, and may participate in discussions and negotiate with a Potential Purchaser concerning any Acquisition Proposal, if such Potential Purchaser has submitted a written proposal to the Board of Directors relating to any such transaction, and the Board of Directors determines in good faith after consultation with independent legal counsel that constitutes the failure to provide such information or access or to engage in such discussions or negotiations would be inconsistent with their fiduciary duties to Seller's stockholders under applicable law. Seller shall notify Purchaser immediately if any such request or proposal, or any inquiry or contact with any Person with respect thereto, is made and shall keep Purchaser apprised of all developments that could reasonably be expected to lead culminate in the Board withdrawing, modifying or amending its 14 20 recommendation of the Asset Sale and the other transactions contemplated by this Agreement. Seller has entered into confidentiality agreements with other third parties substantially in the form of the Purchaser Confidentiality Agreement. Seller agrees not to a Target Acquisition Proposal, (ii) enter into release any agreement with respect to a Target Acquisition Proposalthird party from, or (iii) engage waive any provision of, any confidentiality or participate standstill agreement to which Seller is a party unless, in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its the opinion of the Board of Directors from (x) taking and disclosing a position after consultation with respect independent legal counsel, the failure to a tender offer by a third party pursuant provide such release or waiver would be inconsistent with its fiduciary duties to Rules 14d-9 and 14e-2(a) Seller's stockholders under applicable law. For purposes of this section 6.04, the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target term "Acquisition Proposal" means any proposal or offer for a merger, so long as simultaneously with such waiverasset acquisition or other business combination involving the acquisition, such parties become subject to stand-still provisions at least as restrictive as those in directly or indirectly, of the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement Divisions or any standstill agreement if, and only to assets of the extent that (with respect to this Section 7.2(a) only):Divisions. 6.05

Acquisition Proposals. (a) From the date hereof until the termination The Company agrees that neither it nor any of this Agreement, Target and its Subsidiaries shall notnor any of the Company's or any Subsidiary's, and shall cause their respective officers, directors, employees, investment bankers, attorneys agents or other agents not torepresentatives (the "REPRESENTATIVES") shall, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal otherwise facilitate (including without limitation by way of furnishing confidential information or data) any inquiries regarding or the making of any proposal Acquisition Proposal (other than by Parent). The Company further agrees that constitutes neither it nor any of its Subsidiaries nor any of the Company's or could any Subsidiary's Representatives shall, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal or enter into any definitive agreement, arrangement or understanding with respect to an Acquisition Proposal or requiring it (or conditioned upon requiring it) to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prevent the Company or the Company Board between the date of this Agreement and prior to the date of the Company Meeting from (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement no less favorable to it than the Confidentiality Agreement entered into on September 22, 2003 by Parent and the Company (and the Company shall enforce and not waive any provision of any confidentiality agreement entered into with any such Person contemplated by this Section 7.08); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Company Board determines in good faith (after consultation with outside legal counsel) and by a majority vote of the entire Company Board that such action would be required in order for its directors to comply with their respective fiduciary duties under applicable law, (ii) in each such case referred to in clause (A) or (B) above, the Company Board also determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably be expected likely to lead to a Target Superior Proposal, and (iii) in the case referred to in clause (C) above, (w) the Company Board also determines in good faith (after consultation with its financial advisor) and by a majority of the entire Company Board that such Acquisition Proposal is a Superior Proposal, (iix) enter the Company Board has given Parent five (5) Business Days' prior written notice of its intention to recommend such Acquisition Proposal to the stockholders of the Company, (y) the Company Board has considered any changes to the Per Share Merger Consideration and to this Agreement (if any) proposed by Parent, and (z) the Company Board has determined in good faith and by a majority vote of the entire Company Board, after consultation with the Company's outside legal counsel and after consultation with its financial advisor, that such unsolicited proposal remains a Superior Proposal even after the changes proposed by Parent. A "Superior Proposal" shall be a BONA FIDE Acquisition Proposal for 100% of the outstanding securities of the Company that is reasonably likely to be consummated, taking into any agreement with respect account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and, if consummated, is 57 reasonably likely to result in a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating transaction more favorable to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with the Company's stockholders from a Target Acquisition Proposalfinancial point of view than the Merger. Nothing contained in this Agreement shall prevent the Company or the Company Board from complying with its disclosure obligations under Rule 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal (it being understood that if any such disclosure constitutes or contemplates a withholding, withdrawing, modification, amendment or qualification to the Company Board Recommendation that is adverse to Parent or recommendation of an Acquisition Proposal, the Company shall comply with all provisions of this Section 7.2(a) shall prohibit Target 7.08). The Company agrees that it will immediately cease and its Board of Directors from (x) taking and disclosing a position cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to a tender offer by a third party pursuant any Acquisition Proposals and shall request the return or destruction of all confidential information provided to Rules 14d-9 and 14e-2(a) under any such parties prior to the Exchange Actdate of this Agreement. The Company agrees that it will notify Parent immediately if any inquiries, (y) waivingproposals or offers are received by, any such information is requested from, or agreeing any discussions or negotiations are sought to waivebe initiated or continued with, any provision of its Representatives relating to an Acquisition Proposal. The Company will promptly (within one Business Day) advise Parent following receipt of any stand-still Acquisition Proposal and the substance thereof (including the identity of the Person making such Acquisition Proposal), and will keep Parent apprised of any related developments, discussions and negotiations (including the terms and conditions (and any amendments or modifications thereto) of the Acquisition Proposal) on a current basis. The Company will use its best efforts to enforce (and will not waive any provisions of) any confidentiality or similar agreement in effect entered into by it or on the date hereof its behalf by XxXxxxxxx, Xxxx and Xxxxxx, Inc. or otherwise relating to allow a Person to make a Target potential Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Company agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal, except to notify such person of the existence of the provisions of this Section 6.12(a); provided, that, prior to the adoption of this Agreement by the shareholders of Company by the Requisite Company Vote, in the event Company receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement and which is expressly assignable to Purchaser, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Company. Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Purchaser with respect to any Acquisition Proposal. Company will promptly (within twenty-four (24) hours) advise Purchaser following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal and a copy thereof if in writing and any agreement with respect to a Target Acquisition Proposalrelated documentation or correspondence), or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision will keep Purchaser apprised of any stand-still or similar agreement in effect related developments, discussions and negotiations on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing informationcurrent basis, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):000-0000-0000/10/AMERICAS

Acquisition Proposals. (a) From the date hereof until the termination Each of this Agreement, Target First Busey and its Subsidiaries shall Main Street agrees that it will not, and shall will cause their its respective Subsidiaries and its and its Subsidiaries’ officers, directors, employeesagents, investment bankers, attorneys or other agents advisors and affiliates not to, directly or indirectlyinitiate, (i) take any action to solicit, initiate encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information proposals with respect to, or otherwise cooperate engage in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waivingnegotiations concerning, or agreeing to waive, provide any provision of any stand-still confidential or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information or data to, or entering into negotiations have any discussions with, any Person that has submitted person relating to, any Acquisition Proposal; provided that, in the event First Busey or Main Street receives an unsolicited bona fide written Target Acquisition Proposal, from a person other than First Busey, Main Street, as applicable, or an Other Person (as defined below), after the execution of this Agreement, and the applicable First Busey Board or Main Street Board concludes in good faith that such Acquisition Proposal made not constitutes a Superior Proposal or would reasonably be likely to result in a Superior Proposal and, after considering the advice of outside counsel, that failure to take such actions would result in a violation of the directors’ fiduciary duties under applicable law, First Busey or Main Street, as applicable, may, and may permit its respective Subsidiaries and its respective Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions; provided that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement. Each party will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any persons other than First Busey or any standstill agreement ifMain Street, and only to the extent that as applicable (“Other Persons”) with respect to this Section 7.2(aany Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. Each party will within one business day advise the other party following receipt of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), and will keep the other party apprised of any related developments, discussions and negotiations (including the material terms and conditions of the Acquisition Proposal) only):on a current basis.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of proposals with respect to any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way discussions with, any person relating to any Acquisition Proposal (other than the parties to this Agreement and their Representatives) or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a Target confidentiality agreement referred to and entered into in accordance with this Section 6.14) in connection with or relating to any Acquisition Proposal. Nothing contained Notwithstanding the foregoing, in the event that after the date of this Section 7.2(a) shall prohibit Target Agreement and its Board prior to the receipt of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange ActRequisite Partners Vote, (y) waivingin the case of Partners, or agreeing to waivethe Requisite LINK Vote, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreementcase of LINK, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted a party receives an unsolicited bona fide written Target Acquisition Proposal made that did not in violation result from a breach of this Agreement or any standstill agreement ifSection 6.14, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal but only to the extent that that, prior to doing so, the Board of Directors of such party concludes in good faith (with respect to this Section 7.2(a) only):after receiving the advice of its outside counsel,

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents "Representatives") not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal; provided, that, prior to the adoption of this Agreement by the stockholders of the Company by the Requisite Company Vote, in the event the Company receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement and its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries' Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of the Company concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would reasonably be expected to violate its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have provided such information to Purchaser and shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company. The Company will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Purchaser with respect to any Acquisition Proposal. The Company will promptly (and in any event within twenty-four (24) hours) advise Purchaser in writing following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (including the material terms and conditions of (including a copy of the most recent proposed acquisition agreement, if any), and the identity of the person making such inquiry or Acquisition Proposal), and will keep Purchaser reasonably apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the material terms of such inquiry or Acquisition Proposal. The Company shall use its reasonable best efforts, subject to applicable law, to, within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Purchaser and its affiliates and its and their Representatives) pursuant to any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal. Unless this Agreement is contemporaneously terminated in accordance with its terms, the Company shall not, and shall cause its Representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement or other definitive transaction agreement in respect of an Acquisition Proposal (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.10(a)). As used in this Agreement, "Acquisition Proposal" shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of the Company and its Subsidiaries or 25% or more of any class of equity or voting securities of the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% of the consolidated assets of the Company, (ii) enter into any agreement with respect to tender offer (including a Target Acquisition Proposalself-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% of the consolidated assets of the Company, or (iii) engage a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target other similar transaction involving the Company or its SubsidiariesSubsidiaries whose assets, respectivelyindividually or in the aggregate, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposalconstitute more than 25% of the consolidated assets of the Company. Nothing contained As used in this Section 7.2(a) shall prohibit Target and its Agreement, "Superior Proposal" means a bona fide written Acquisition Proposal that the Board of Directors of the Company concludes in good faith to be more favorable from (x) taking a financial point of view to the Company's stockholders than the Merger and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Actother transactions contemplated hereby, (yi) waivingafter receiving the advice of its financial advisor (who shall be a nationally recognized investment banking firm), or agreeing to waive(ii) after taking into account the likelihood of consummation of such transaction on the terms set forth therein and (iii) after taking into account all legal (with the advice of outside counsel), any provision financial (including the financing terms of any stand-still or similar agreement in effect on such proposal), regulatory and other aspects of such proposal (including any expense reimbursement provisions and conditions to closing) and any other relevant factors permitted under applicable law; provided that for purposes of the date hereof definition of "Superior Proposal," the references to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those "25%" in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target definition of Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only shall be deemed to the extent that (with respect be references to this Section 7.2(a) only):"a majority."

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each party agrees that it will not, and shall will cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankersagents, attorneys or other agents advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate any Target inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.12) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite IBTX Vote, in the case or IBTX, or the Requisite TCBI Vote, in the case of TCBI, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than TCBI or IBTX, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under including the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):terms

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries The Company shall not, and shall cause its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning, or relating to, any Acquisition Proposal or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal; provided, that, prior to the approval of the Merger by the stockholders of the Company by the Requisite Company Vote, in the event the Company receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement and its Board of Directors concludes in good faith (after receiving the advice of its outside counsel and with respect to financial matters, its financial advisors) that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of the Company concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have provided such information to Parent and entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company. The Company will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. The Company will promptly (and in any event within twenty-four (24) hours) advise Parent in writing following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (iiincluding the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will promptly (and in any event within twenty-four (24) hours) advise Parent of any related developments, discussions and negotiations, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. The Company shall use its reasonable best efforts, subject to applicable law and the fiduciary duties of the Board of Directors of the Company, to enforce any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal in accordance with its terms. The Company shall use its reasonable best efforts, subject to applicable law, to, within ten (10) business days after the date hereof, Table of Contents request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its affiliates) pursuant to any such confidentiality, standstill or similar agreement. Unless and until this Agreement shall have been duly terminated in accordance with its terms, the Company shall not, and shall cause its Representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement or other definitive transaction agreement (other than a confidentiality agreement referred to and entered into in accordance with respect this Section 6.12(a)) relating to a Target any Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):.

Acquisition Proposals. (a) From Until this Agreement has been terminated in accordance with Section 7.1 (and the date hereof until the payments, if any, required to be made in connection with such termination of this Agreementpursuant to Section 7.2(b) or 7.2(c) have been made), Target and its Subsidiaries Company shall not, and shall not authorize or permit any of its Affiliates to, and shall cause their its and its Affiliates’ respective officers, directors, employees, consultants, representatives and other agents, including investment bankers, attorneys or attorneys, accountants and other agents advisors (collectively, the “Representatives”), not to, directly or indirectly, (i1) encourage (including by way of furnishing or disclosing information), solicit, initiate, make or facilitate the making of, or take any other action to solicit, initiate or encourage any Target Acquisition Proposal or facilitate any inquiries or the making of any proposal that constitutes or could may reasonably be expected to lead to a Target to, any Acquisition Proposal, (ii2) enter into participate in any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate way in discussions or negotiations with, or furnish or disclose any nonpublic information relating to Target to, any Person (other than Parent or any of its Subsidiaries) in connection with any Acquisition Proposal, respectively(3) release or permit the release of any Person from, or furnish to waive or permit the waiver of any Person any information with respect toprovisions of, or otherwise cooperate in fail to exercise its rights under, any way with confidentiality, standstill or similar agreement to which Company is a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position party or under which Company has any rights with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Actdivestiture of the voting securities or any material portion of the assets of Company (except for any such agreement with Parent or any of its Subsidiaries), (y4) waivingeffect a Change in Company Recommendation, (5) approve or recommend, or agreeing propose to waiveapprove or recommend, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z6) enter into any agreement, letter of intent, agreement-in-principle, acquisition agreement or other instrument contemplating or otherwise relating to any Acquisition Proposal or requiring Company to abandon, terminate or fail to consummate any of the transactions contemplated hereby, including the Merger. Notwithstanding the foregoing, at any time prior to obtaining the Target Stockholders’ Approvaltime that the Company Requisite Shareholder Vote is obtained, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, Company and only to the extent that (with respect to this Section 7.2(a) only):Representatives may:

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries Company shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal; provided, that, prior to receipt of the Requisite Company 50 Vote, in the event Company receives an unsolicited bona fide written Acquisition Proposal and the Board of Directors of Company concludes in good faith that such Acquisition Proposal constitutes or is more likely than not result in a Superior Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to or substantially concurrently with providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Company shall have provided notice to Parent of its intention to provide such information, and shall have provided such information to Parent if not previously provided to Parent, and shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Company. Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent with respect to any Acquisition Proposal. Company will promptly (and in any event within twenty-four (24) hours) advise Parent following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target result in an Acquisition Proposal, and the substance thereof (iiincluding the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will promptly (and in any event within twenty-four (24) hours) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Company shall use its reasonable best efforts, subject to applicable law, to (x) enforce any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal, and (y) within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its affiliates) pursuant to any such confidentiality, standstill or similar agreement. Unless this Agreement is contemporaneously terminated in accordance with its terms, Company shall not, and shall cause its Subsidiaries and its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (other than a confidentiality agreement referred to and entered into in accordance with respect this Section 6.10(a)) relating to a Target any Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to any Target Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal, except to notify a person that makes any inquiry with respect to an Acquisition Proposal, of the existence of the provisions of this Section 6.9(a); provided, that, prior to the adoption of this Agreement by the stockholders of the Company by the Requisite Company Vote, in the event the Company receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement (which Acquisition Proposal did not result from a breach of this Section 6.9) and its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal, the Company may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable Law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, (x) the Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company and (y) any non-public information to be provided to such third party shall have been previously provided to Parent. The Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than any of the Parent Entities with respect to any Acquisition Proposal and the Company shall promptly request the prompt return or destruction of all confidential information previously furnished to any such other person. The Company will promptly (and in any event within twenty-four (24) hours) advise Parent in writing of the receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will keep Parent reasonably apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. The Company shall use its reasonable best efforts to enforce any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. The Company shall not, and shall cause its representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement or other definitive transaction agreement (other than a confidentiality agreement referred to and entered into in accordance with respect to a Target Acquisition Proposal, or (iiithis Section 6.9(a)) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained As used in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):“

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries The Company agrees that it shall not, and shall use its reasonable best efforts to cause their respective its officers, directors, employeesagents, investment bankers, attorneys or other agents advisers and Affiliates not to, directly solicit or indirectlyencourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or operations of, the Company or any of its Subsidiaries (any of the foregoing, an "ACQUISITION PROPOSAL"), other than the transactions contemplated by this Agreement or the Stock Option Agreement; provided, that nothing contained in this Agreement shall prevent the Company's Board of Directors from (i) take making any action disclosure to solicitits stockholders if, initiate or encourage any Target Acquisition Proposal or any inquiries or in the making good faith judgment of any proposal that constitutes or could reasonably its Board of Directors, failure so to disclose would be expected to lead to a Target Acquisition Proposal, inconsistent with its obligations under applicable law; (ii) enter into any agreement with respect to a Target Acquisition Proposalproviding (or authorizing the provision of) information to, or engaging in (iiior authorizing) engage or participate in such discussions or negotiations with, any person who has made a bona fide written Acquisition Proposal received after the date hereof which did not result from a breach of this Section 6.06; (iii) recommending such an Acquisition Proposal to its stockholders (and in connection therewith withdrawing its favorable recommendation to stockholders of this Agreement), if and only to the extent that, in the case of actions referred to in clause (ii) or disclose any nonpublic (iii), (x) such Acquisition Proposal is a Superior Proposal, (y) the Company's Board of Directors, after having consulted with and considered the advice of outside counsel to such Board, determines in good faith that providing such information relating to Target or its Subsidiaries, respectivelyengaging in such negotiations or discussions, or furnish making such recommendation, is required in order to discharge the directors' fiduciary duties in accordance with the DGCL and (z) the Company receives from such person a confidentiality agreement in a customary form; or (iv) take any actions expressly permitted in writing by Parent. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any Acquisition Proposal by a third party on terms which the Company's Board of Directors determines in its good faith judgment, after consultation with its financial advisers (whose advice shall be communicated to Parent), to be more favorable from a financial point of view to its stockholders than the Merger and the other transactions contemplated hereby, after taking into account the likelihood of consummation of such transaction on the terms set forth therein, taking into account all legal, financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law, after giving Parent at least five Business Days to respond to such third-party Acquisition Proposal once the Board has notified Parent that in the absence of any further action by Parent it would consider such Acquisition Proposal to be a Superior Proposal, and then taking into account any amendment or modification to this Agreement proposed by Parent. The Company also agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Parent with respect to any Person of the foregoing. The Company shall promptly (within 24 hours) advise Parent following the receipt by it of any information Acquisition Proposal and the material terms thereof (including the identity of the person making such Acquisition Proposal), and advise Parent of any developments (including any change in such terms) with respect to, or otherwise cooperate in any way with a Target to such Acquisition ProposalProposal promptly upon the occurrence thereof. Nothing contained in this Section 7.2(a) shall 6.06 or any other provision of this Agreement will prohibit Target and its the Company or the Company's Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a notifying any third party pursuant to Rules 14d-9 and 14e-2(a) under that contacts the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect Company on an unsolicited basis after the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted concerning an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to Company's obligations under this Section 7.2(a) only):6.06.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Each Party agrees that it will not, and shall will cause their respective its Subsidiaries and its and its Subsidiaries' officers, directors, employees, investment bankers, attorneys or other agents Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations concerning, or (iii) provide any confidential or nonpublic information or data to, or have, or engage or participate in, any discussions with, any Person relating to, any Acquisition Proposal; provided that, in the event either Party receives an unsolicited bona fide written Acquisition Proposal with respect to such Party, such Party may, and may permit its Subsidiaries and its and its Subsidiaries' Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of such Party concludes in good faith (after receiving the advice of its outside counsel and its financial advisors) that failure to take such actions would result in a violation of its fiduciary duties under applicable Law; provided further that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than those of the Confidentiality Agreement. Each Party will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than AmSouth or Regions, as the case dictates, with respect to any Acquisition Proposal. Each Party will promptly (within one day) advise the other Party following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target an Acquisition Proposal, and the substance thereof (ii) enter into any agreement with respect to a Target including the identity of the Person making such Acquisition Proposal), or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under will keep the Exchange Act, (y) waiving, or agreeing to waive, any provision other Party apprised of any stand-still related developments, discussions and negotiations on a current basis. Each of the Parties shall use its reasonable best efforts to enforce any existing confidentiality or similar agreement in effect on the date hereof standstill agreements to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement which it or any standstill agreement if, and only to of its Subsidiaries is a party in accordance with the extent that (with respect to this Section 7.2(a) only):terms thereof.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Company agrees that it will not, and shall will cause its Subsidiaries and its and their respective officers, directors, employeesagents, investment bankersadvisors and representatives (collectively, attorneys or other agents “Representatives”) not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any Target negotiations with any person concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal, except to notify such person of the existence of the provisions of this Section 6.12(a); provided, that, prior to the approval of this Agreement by the shareholders of Company by the Requisite Company Vote, in the event Company receives an unsolicited bona fide written Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement and which is expressly assignable to Purchaser, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Company. Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Purchaser with respect to any Acquisition Proposal. Company will promptly (within forty-eight (48) hours) advise Purchaser following receipt of any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or inquiry which could reasonably be expected to lead to a Target Acquisition Proposal, (ii) enter into any agreement with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):Acquisition

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall Merchants agrees that it will not, and shall will cause their its Subsidiaries and its Subsidiaries' respective directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives not to, directly or indirectly, (i) take any action to initiate, solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into any agreement with respect to a Target Acquisition Proposalcontinue, or (iii) engage or participate in discussions any negotiations concerning, (iii) provide any confidential or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect data to, or otherwise cooperate have or participate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations discussions with, any Person that has submitted (other than Persons who are Affiliates or Representatives of Merchants or Community) relating to, or (iv) except as expressly permitted by Section 4.5(a), approve, recommend, agree to or accept, any Acquisition Proposal; provided, that, prior to, but not after, the time the Merchants Stockholder Approval is obtained, if Merchants receives an unsolicited bona fide written Target Acquisition Proposal made after the date of this Agreement that was not received in violation of this Agreement or any standstill agreement ifclauses (i) – (iv) above, and only Merchants' Board of Directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Merchants may, and may permit its directors, officers, employees and Representatives to, furnish or cause to be furnished nonpublic information or data to and participate in such negotiations or discussions with the Person making such Acquisition Proposal to the extent that the Board of Directors of Merchants concludes in good faith (after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor) that failure to take such actions would be inconsistent with its fiduciary duties under applicable Law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Merchants shall have entered into an Acceptable Confidentiality Agreement and shall provide to Community any such information not previously provided to Community. Notwithstanding anything to the contrary contained in this Agreement, Merchants and its Representatives may (without any determination by the Board of Directors of Merchants or consultation with outside counsel or its financial advisor) (x) following receipt of an unsolicited bona fide Acquisition Proposal after the date of this Agreement and prior to the time the Merchants Stockholder Approval is obtained that was not received in violation of clauses (i) – (iv) above, contact such third party solely in order to clarify and understand the terms and conditions of such Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal and/or (y) direct any Person who makes an Acquisition Proposal or who expresses interest to Merchants in making an Acquisition Proposal to this Agreement, including the provisions of this Section 7.2(a4.12. Merchants will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Community with respect to any Acquisition Proposal. Merchants shall use its reasonable best efforts, subject to applicable Law, to, within ten (10) only):Business Days after the date hereof, request and confirm the return or destruction of any confidential information provided to any Person (other than Community and its Affiliates and its and their Representatives) pursuant to any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal.

Acquisition Proposals. (a) From Subject to Section 6.3(b), from the date hereof until the Effective Time or, if earlier, the termination of this AgreementAgreement in accordance with Article VIII, Target the Company shall not and shall cause its Subsidiaries not to, nor shall notit permit its or its Subsidiaries’ Company Representatives to, and shall use reasonable best efforts to cause their respective officers, directors, employees, investment bankers, attorneys or other agents such Company Representatives not to, directly or indirectly, : (i) take any action to solicit, initiate initiate, or knowingly encourage or knowingly facilitate the submission, announcement or making of, any Target Acquisition Proposal by any Person; (ii) furnish or otherwise provide access to any non-public information regarding any of the Company or its Subsidiaries to any Person in connection with, or in response to, an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, except to state that such discussions or negotiations are not permitted pursuant to these provisions; or (iv) grant any waiver, amendment or release under, or fail to enforce any standstill provision concerning an Acquisition Proposal or any inquiries or the making confidentiality provision of any proposal a confidentiality agreement entered into in connection with a transaction that constitutes or could reasonably be expected to lead to a Target would qualify as an Acquisition Proposal, (ii) enter into except to the extent that the Company Board determines in good faith that such grant or release would result in a Superior Proposal being made by the Person subject to such standstill or confidentiality provision. Subject to Section 6.3(b), promptly after the date hereof the Company shall cease and cause to be terminated any agreement solicitation, encouragement, knowing facilitation, discussion or negotiation with any Persons conducted theretofore by the Company, its Subsidiaries or any of their respective Company Representatives with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained Within two (2) Business Days of the date hereof, the Company shall request each Person that executed a confidentiality agreement within the past year in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position connection with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on transaction that would qualify as an Acquisition Proposal if proposed after the date hereof to allow a Person to make a Target Acquisition Proposalreturn or destroy all non-public information furnished by or on behalf of the Company, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, its Subsidiaries or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):its Company Representatives.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall The Company agrees that it will not, and shall will cause their respective its directors, officers, directors, employees, investment bankers, attorneys or other agents employees and Representatives and Affiliates not to, directly or indirectly, (i) take any action to initiate, solicit, initiate encourage or encourage any Target Acquisition Proposal or any knowingly facilitate inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Target Acquisition Proposalproposals with respect to, (ii) enter into engage or participate in any agreement with respect to a Target Acquisition Proposalnegotiations concerning, or (iii) engage provide any confidential or nonpublic information or data to, or have or participate in any discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted relating to, any Acquisition Proposal; provided, that, in the event the Company receives an unsolicited bona fide written Target Acquisition Proposal made that does not in violation of violate (i) and (ii) above at any time prior to, but not after, the time this Agreement or any standstill agreement ifis adopted by the Holding Shareholder Approval, and only Holding’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, the Company may, and may permit its officers and Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of Holding concludes in good faith (and based upon the written advice of its outside counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable Law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement. The Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Seacoast with respect to any Acquisition Proposal. The Company shall promptly (and in any event within two Business Days) advise Seacoast following the receipt or notice of any Acquisition Proposal and the substance thereof (including the identity of the Person making such Acquisition Proposal), and will keep Seacoast apprised of any related developments, discussions and negotiations on a current basis. The Company agrees that any breach by its Representatives of this Section 7.2(a) only):4.12 shall be deemed a breach by the Company.

Acquisition Proposals. (a) From the date hereof until the termination of The Company agrees that, except as expressly contemplated by this Agreement, Target and neither it nor any of its Subsidiaries shall notshall, and the Company shall, and shall cause its Subsidiaries to, cause their respective officers, directors, employees, investment bankers, attorneys attorneys, accountants, financial advisors, agents or other agents representatives not to, to (x) directly or indirectlyindirectly initiate, (i) take any action to solicit, initiate knowingly encourage or encourage any Target Acquisition Proposal or facilitate any inquiries or the making or submission of any proposal that constitutes or could is reasonably be expected likely to lead to a Target result in an Acquisition Proposal, (iiy) enter into any agreement with respect to a Target Acquisition Proposal, participate or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic non-public information or data relating to Target the Company or any of its SubsidiariesSubsidiaries or afford access to the properties, respectivelybooks or records of the Company or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or furnish to any Person in contemplation of an Acquisition Proposal, or (z) accept an Acquisition Proposal or enter into any agreement, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement in circumstances contemplated in the next sentence) providing for or relating to an Acquisition Proposal (an "Alternative Definitive Agreement"). Notwithstanding the foregoing, the Company and the Board may take the actions described in clause (y) and (z) of this Section 5.2(a) with respect to a third party at any time prior to the holding of the vote of the Company's stockholders to adopt the Merger Agreement if prior to such vote (A) the Company receives a bona fide unsolicited written proposal from such third party, (B) the Board (or a committee of the Board) determines in good faith that such proposal is reasonably likely to result in a Superior Proposal, after consultation with its financial advisors, (and such Acquisition Proposal was not solicited, knowingly encouraged or facilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives), (C) the Board determines in good faith, after consultation with its outside counsel, that participating in such negotiations or discussions or furnishing such information or data to such third party is required by the Board's fiduciary duties, provided that the Company shall not deliver any information to such third party without entering into a confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement (an "Acceptable Confidentiality Agreement"), (D) (i) the Board provides a written notice to Parent (a "Notice of Superior Proposal") advising Parent that the Board or a committee thereof has received a Superior Proposal, and specifying the material terms and conditions of such Superior Proposal, identifying the Person or group making such Superior Proposal, except if any confidentiality agreement in effect prior to the execution of this Agreement precludes such identification, and (ii) the Company and the Board do not take such actions described in clause (z) until the third Business Day after receipt of a Notice of Superior Proposal by Parent, and (E) in the case of clause (z) of this Section 5.2(a), the Company terminates this Agreement pursuant to Section 7.1(f) and complies with respect toits obligations under Section 8.1, or otherwise cooperate in any way with a Target Acquisition Proposalprovided, however, the Company shall not be entitled to terminate this Agreement pursuant to Section 7.1(f) unless and until the Company has paid the Termination Fee and reimbursed Expenses pursuant to Section 8.1. Nothing contained in this Section 7.2(a) 5.2 shall prohibit Target and its the Company or the Board of Directors from (x) taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party an Acquisition Proposal pursuant to Rules Rule 14d-9 and or 14e-2(a) promulgated under the Exchange ActAct or from making any similar disclosure, (y) waivingin either case to the extent required by applicable Law, provided that such disclosure states that no action will be taken by the Board or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not committee thereof in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only):5.2.

Acquisition Proposals. (a) From As of the date hereof until the termination of this Agreementhereof, Target and its Subsidiaries IRBC shall not, and nor shall cause it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize or permit any of their respective officers, directors, employees, investment bankers, attorneys representatives or other agents not to, directly or indirectly, (i) take any action to solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any Target inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes constitutes, or could that would reasonably be expected to lead to a Target to, any Acquisition Proposal; provided, however, that if, at any time prior to the IRBC Stockholders’ Meeting, and without any breach of the terms of this Section 7.6(a), IRBC receives an Acquisition Proposal from any Person that in the good faith judgment of the IRBC Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, IRBC may (iix) enter into any agreement furnish information (including non-public information) with respect to a Target Acquisition Proposal, or (iii) engage or participate in discussions or negotiations with, or disclose any nonpublic information relating to Target or its Subsidiaries, respectively, or furnish IRBC to any such Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect pursuant to a tender offer by a third party pursuant confidentiality agreement containing confidentiality provisions no more favorable to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a such Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as than those in the Confidentiality AgreementAgreement between ANB and IRBC dated September 25, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if2003, and only to the extent that (y) participate in negotiations with respect to this Section 7.2(a) only):such Person regarding such Acquisition Proposal.