Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summit.

Acquisition Proposals. Summit The Company agrees that neither Summit it nor any of its subsidiaries nor any of the respective officers and director directors of Summit the Company or its subsidiaries shall, and Summit the Company shall direct and use its best effort efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit it or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposalproposal or offer to shareholders of the Company) with respect to a merger, tender offer or exchange offer, consolidation, business combination, takeover consolidation or similar transactions other than the Merger transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit the Company or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to if the extent legally required for the discharge by the Company's Board of Directors determines, upon receipt of its fiduciary duties, as advised by a written opinion of counsel furnished its outside counsel, that it is required to UJBtake the following action in order to fulfill their fiduciary duties to the Company's shareholders under the State Corporation Law, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit The Company will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingforegoing and enforce any confidentiality agreements to which it or any of its subsidiaries is a party. Summit The Company will take the necessary steps to inform the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this SectionSection 5.1. In addition, Summit The Company will notify UJB by telephone to its chief executive officer (describing the relevant facts) Parent immediately if any such inquiries or general counsel promptly upon receipt of proposals are received by, any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for such information from any governmental or regulatory authority with respect to a proposed acquisition of Summit is requested from, or any of its subsidiaries such negotiations or assets by another partydiscussions are sought to be initiated or continued with, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitCompany.

Acquisition Proposals. Summit agrees that neither Summit (a) From the date hereof until the termination hereof, the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, brokerattorney, financial accountant or investment advisorother advisor or representative of, attorney or accountant retained by Summit the Company or any of its subsidiaries) not subsidiaries to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposalAcquisition Proposal. Notwithstanding the foregoing, prior to the acceptance for payment of Shares pursuant to the Offer, the Company may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by a majority of the disinterested members thereof after consultation with outside counsel, in response to the Acquisition Proposal that was made by a person whom the Special Committee determines, in good faith after consultation with outside counsel and an independent financial advisor, to be reasonably capable of making a Superior Company Proposal (as hereinafter defined), that was not solicited by the Company and that did not otherwise result from a breach of this Section 7.3(a), (x) furnish information with respect to the Company to the person or group making such Acquisition Proposal and its representatives pursuant to a customary confidentiality agreement and (y) participate in discussions and negotiations with such person or group and its representatives to the extent required regarding such Acquisition Proposal. For purposes of this Agreement, "SUPERIOR COMPANY PROPOSAL" means any proposal made by a third party to acquire all or substantially all the equity securities or assets of the Company, pursuant to a tender offer or exchange offer, a merger, a consolidation, business combinationa liquidation or dissolution, takeover a recapitalization or similar transactions other than the Merger involving, or any purchase a sale of all or any significant portion substantially all its assets, (i) on terms which a majority of the assets or any equity securities ofdisinterested directors of the Company determines in its good faith judgment to represent superior value for the holders of Shares than the Offer and the Merger, Summit or any taking into account all the terms and conditions of its subsidiaries (any such proposal or offer and this Agreement (including any proposal by Parent to amend the terms of this Agreement, the Offer and the Merger) and (ii) that is reasonably capable of being hereinafter referred to as an "Acquisition Proposal") orcompleted, except to the extent legally required for the discharge by the Board taking into account all financial, regulatory, legal and other aspects of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitproposal.

Acquisition Proposals. Summit (a) The Company agrees that neither Summit nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallit shall not, and Summit shall direct and use its best effort efforts to cause its employeesofficers, agents directors, agents, advisors and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) Affiliates not to, initiate, solicit or encourage, directly or indirectly, any encourage inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingproposals with respect to, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle 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 as 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, other than the transactions contemplated by this Agreement (any of the foregoing, an "Acquisition Proposal"); provided that, if the Company is not otherwise in violation of this Section 6.06, the Company's Board of Directors may provide (or otherwise facilitate any effort authorize the provision of) information to, and may engage in (or attempt authorize) such negotiations or discussions with, a person, directly or through representatives, if (a) such Board of Directors, after having consulted with and considered the advice of outside counsel to make such Board, has determined in good faith that providing such information or implement an Acquisition Proposalengaging in such negotiations or discussions is required in order to discharge properly the directors' fiduciary duties in accordance with the GCL and (b) the Company has received from such person a confidentiality agreement in customary form. Summit will The Company also agrees immediately to cease and cause to be terminated any existing activities, discussion discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any of the foregoing. Summit will take The Company shall promptly (within 24 hours) advise the necessary steps to inform Acquiror following the individuals or entities referred to in receipt by it of any Acquisition Proposal and the first sentence hereof substance thereof (including the identity of the obligations undertaken in this Section. In additionperson making such Acquisition Proposal), Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt and advise the Acquiror of any inquiry developments with respect to a proposed such Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to promptly upon the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitoccurrence thereof.

Acquisition Proposals. Summit agrees that neither Summit Neither Sellers, PGM nor the PGM Joint Ventures nor any of its subsidiaries PGM's or the PGM Joint Ventures' respective officers, directors, members, managers, employees, representatives or agents, shall (a) directly or indirectly take (nor shall PGM or any PGM Joint Venture permit any of the their respective officers and director of Summit or its subsidiaries shallofficers, and Summit shall direct and use its best effort to cause its directors, members, managers, employees, investment bankers, attorneys, accountants or other agents and representatives (includingor affiliates to take) any action to encourage, without limitationsolicit, initiate or otherwise facilitate the submission by a third party of, or negotiate or enter into any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not agreement with a third party with respect to, initiate, solicit or encouragea proposal to acquire, directly or indirectly, any inquiries of the capital stock of PGM or the making partner, joint venture or other ownership interest of any proposal or offer (includingPGM Joint Venture, without limitationwhether by stock purchase, any proposalmerger, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingsale of shares of capital stock, or partnership or membership interest or by license agreement or otherwise or sale of any purchase of all or any significant material portion of its assets (except sales of loans in the assets or any equity securities of, Summit or any ordinary course of its subsidiaries business) (any such proposal submission, negotiations or offer being hereinafter referred to as agreement called an "Acquisition Proposal") or), except to and Sellers, PGM or the extent legally required for the discharge by the Board of Directors of its fiduciary dutiesPGM Joint Ventures, as advised by written opinion of counsel furnished to UJBapplicable, engage in shall immediately terminate any current negotiations concerningand contacts, or provide (b) disclose directly or indirectly to any person preparing to make an Acquisition Proposal any confidential information regarding PGM or data toany PGM Joint Venture, or have any discussions with, or (c) enter into any understanding, agreement or agreement in principle commitment with any person relating to as an Acquisition Proposalthird party providing for a business combination, equity investment, or otherwise facilitate sale or license of any effort significant assets of PGM or attempt any PGM Joint Venture. Upon receipt of any such Acquisition Proposal by any third party, Sellers shall promptly advise Purchaser of the proposal and provide it copies of all materials pertaining thereto. If the parties have not consummated the Closing prior to make or implement an Acquisition Proposal. Summit will immediately cease and cause July 5, 1998 for any reason other than due to the failure to obtain State Required Regulatory Approvals, then, subject to the obligation to negotiate in good faith set forth in Section 6.4 above, the provisions of this Section 6.5 shall be terminated any existing activities, discussion or negotiations with any parties conducted heretofore void with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly first received after any such document is received by Summitdate.

Acquisition Proposals. Summit agrees that neither Summit (a) Neither HiSoft nor VanceInfo will, nor will such Party permit any of its subsidiaries Subsidiaries to, nor will such Party authorize or permit any of the respective officers and officer, director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, employee or any investment banker, brokerattorney, financial accountant or investment advisorother advisor or representative (each, attorney or accountant retained by Summit a “Representative”) of such Party or any of its subsidiaries) not Subsidiaries to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate, encourage or knowingly facilitate any inquiries inquiry or the making of any proposal or offer or any other effort or attempt (includingincluding by way of furnishing information) or take any other action designed to facilitate any inquiries or proposals regarding, without limitationor which may reasonably be expected to lead to, any proposalAcquisition Proposal (as defined below), tender offer (ii) engage in, continue or exchange offer, consolidation, business combination, takeover otherwise participate in any discussions or similar transactions other than the Merger involvingnegotiations regarding, or furnish to any purchase of all or person any significant portion of the assets or any equity securities of, Summit non-public information with respect to such Party or any of its subsidiaries (Subsidiaries in connection with, or take any such proposal or offer being hereinafter referred other action to as an "facilitate, any Acquisition Proposal", (iii) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerningapprove or recommend, or provide any confidential information propose to approve or data torecommend, or have any discussions with, execute or enter into any letter of intent, memorandum of understanding, agreement or agreement in principle with principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement regarding, or that is intended to result in, or would reasonably be expected to lead to, any person relating to as an Acquisition Proposal, or otherwise facilitate (iv) propose or agree to do any effort or attempt to make or implement an Acquisition Proposalof the foregoing. Summit Immediately after the execution and delivery of this Agreement, each of HiSoft and VanceInfo will, and will immediately cause its Subsidiaries and Affiliates and their respective Representatives to, cease and cause to be terminated terminate any existing activities, discussion discussions or negotiations with any parties Person (other than another Party to this Agreement) conducted heretofore with respect to any possible Acquisition Proposal, shall promptly cause to be returned or destroyed all confidential information provided by or on behalf of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit such Party or any of its subsidiaries Subsidiaries to such Person and shall notify each such Person or assets by another partyits Representatives that the Board of Directors of such Party no longer seeks or requests the making of any Acquisition Proposal, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, withdraws any consent theretofore given to the UJB officer notified as required above a copy making of any document relating thereto promptly after any such document is received by Summit.an Acquisition Proposal. For the purpose of this Agreement, “

Acquisition Proposals. Summit agrees that neither Summit nor Any offer or proposal by any Person or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the Company or any of its subsidiaries nor or divisions, or any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the respective officers and director of Summit or its subsidiaries shallassets of, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit the Company or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than pursuant to the Merger involvingtransactions contemplated by this Agreement, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to is hereby defined as an "Acquisition Proposal") or. The Company shall not, except to the extent legally required for the discharge by the Board of Directors nor shall it permit any of its fiduciary dutiesofficers, as advised by written opinion of counsel furnished to UJBdirectors, engage in any negotiations concerningaffiliates, representatives or provide any confidential information or data agents to, directly or have indirectly, (a) take any discussions withaction to solicit, initiate or enter into encourage any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate (b) participate in any discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to make or implement facilitate an Acquisition Proposal. Summit will immediately From and after the date hereof, the Company, its subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, the Company and its subsidiaries shall cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to doing any of the foregoing. Summit will take Notwithstanding the necessary steps to inform foregoing, the individuals Company or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In additionany such Persons may, Summit will notify UJB by telephone to its chief executive officer directly or general counsel promptly upon receipt of any inquiry with respect indirectly, subject to a proposed Acquisition Proposal with another person or receipt of confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information from or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any governmental written Acquisition Proposal made after the date hereof (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or regulatory authority with respect encouraged such Acquisition Proposal), if the Committee shall have determined in good faith based upon the reasonably concluded advice of (i) Bank that such Acquisition Proposal is reasonably likely to lead to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, transaction that is materially more favorable to the UJB officer notified Company's stockholders and (ii) counsel to the Special Committee that the taking of such action is necessary to discharge the Company's board of directors' fiduciary duties under applicable law. During the term of this Agreement, the board of directors of the Company shall notify Purchaser immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep Purchaser promptly advised of all material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. During the term of this Agreement, the Company shall not waive or modify any provisions contained in any confidentiality agreement entered into relating to a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of the Company unless the Committee shall have determined in good faith based on reasonably concluded advice of counsel to the Special Committee that the taking of such action is necessary to discharge the Company's board of directors' fiduciary duties under applicable law. Notwithstanding the foregoing, the Company may make the disclosure contemplated by Rule 14e-2(a) under the Exchange Act to the extent that such disclosure is required to be taken and made by such Rule; provided, that the Company may only recommend a tender offer giving rise to such obligation as required above a copy of any document relating thereto promptly after any contemplated by such document is received by SummitRule if the Committee has made the good faith determination described in the third preceding sentence.

Acquisition Proposals. Summit agrees that neither Summit (a) The Company shall not, nor shall it authorize or knowingly permit any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit Company Subsidiary or any of its subsidiaries) not or their respective directors, officers or employees or any Representatives retained by it or any Company Subsidiary to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) solicit, initiate or knowingly encourage the making of any proposal Alternative Transaction Proposal or offer (includingii) other than with Parent, without limitationMerger Sub or their respective directors, officers, employees or Representatives, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information in connection with, any proposalAlternative Transaction Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if at any time prior to the receipt of the Company Stockholder Approval, the Company or any Company Subsidiary receives an Alternative Transaction Proposal, the Company and the Company Board (directly or through their Representatives) (i) may contact such Person and its advisors for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or is reasonably likely to lead to, a Superior Proposal, and (ii) if the Company Board determines in good faith after consultation with its legal and financial advisors that such Alternative Transaction Proposal is, or is reasonably likely to lead to, a Superior Proposal, the Company Board may (x) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Alternative Transaction Proposal (and its Representatives) pursuant to an executed confidentiality agreement on terms no more favorable, in the aggregate, to such Person than the terms of the Confidentiality Agreement; provided that (A) such confidentiality agreement shall permit the provision of all information to Parent that is contemplated or required by this Section 8.4 to be provided to Parent and (B) such confidentiality agreement shall include a standstill, except that (i) such standstill need not prohibit the Person making such Alternative Transaction Proposal from making such Alternative Transaction Proposal to the Company Board in a confidential manner and (ii) such confidentiality agreement need not include a standstill to the extent that the Person making such Alternative Acquisition Proposal has commenced a tender offer or exchange offeroffer incorporating an Alternative Transaction Proposal; provided further, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase that a copy of all such information not previously provided to Parent (or any significant portion of the assets its Representatives) is provided to Parent as promptly as reasonably practicable (but in no event later than twenty-four (24) hours) after such information has been provided to such Person (or any equity securities of, Summit or any of its subsidiaries Representatives) and (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"y) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to Person making such Alternative Transaction Proposal (and its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any Representatives) regarding such document is received by SummitAlternative Transaction Proposal.

Acquisition Proposals. Summit agrees that neither Summit nor Any offer or proposal by any of its subsidiaries nor Person or group concerning any of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidationproposal for a merger, share exchange, recapitalization, consolidation or other business combination, takeover or similar transactions other than combination involving the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit Company or any of its subsidiaries or divisions of any of the foregoing, or any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the assets of, the Company or any of its subsidiaries, other than pursuant to the transactions contemplated by another partythis Agreement, is hereby defined as an "ACQUISITION PROPOSAL". Neither the Company nor the Company Bank shall, nor shall it permit any of its officers, directors, affiliates, representatives or agents to, directly or indirectly, (a) take any action to solicit, initiate or encourage any Acquisition Proposal, or (b) participate in any discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to facilitate an Acquisition Proposal. From and after the date hereof, the Company and its subsidiaries and all officers, directors, employees of, and will immediately deliver as soon as possible by facsimile transmissionall investment bankers, receipt acknowledgedattorneys and other advisors and representatives of, the Company and its subsidiaries shall cease doing any of the foregoing. Notwithstanding the foregoing, the Company or any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any written Acquisition Proposal made after the date hereof, not recommend shareholder approval of the Merger and terminate this Agreement (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or encouraged such Acquisition Proposal), if the board of directors of the Company or any such Person shall have determined based upon the written advice of outside counsel reasonably acceptable to the UJB officer notified as required above Buyer (which shall in any event include Brooxx Xxxxxx XxXexxxx Xxxxxxxx & Xeonxxx, X.L.P.) that failing to take such action would violate the directors' fiduciary duties under applicable law. Unless this Agreement has been terminated, the board of directors of the Company shall notify the Buyer immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep the Buyer promptly advised of all Material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Unless this Agreement has been terminated, neither the Company nor any of its subsidiaries shall waive or modify any provisions contained in any confidentiality agreement entered into relating to a copy possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of the Company or any document relating thereto promptly after any such document is received by Summitof its subsidiaries.

Acquisition Proposals. Summit agrees that neither Summit nor Any offer or proposal by any of its subsidiaries nor Person or group concerning any of tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit Company or any of its subsidiaries) not toSubsidiaries or divisions of any of the foregoing, initiate, solicit or encourageany proposal or offer to acquire in any manner, directly or indirectly, any inquiries more than a thirty percent (30%) equity interest in, or more than thirty percent (30%) of the making of any proposal or offer (includingconsolidated assets of, without limitationthe Company and its Subsidiaries, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than pursuant to the Merger involvingtransactions contemplated by this Agreement, or any purchase of all or any significant portion of the assets or any equity securities ofis hereby defined as an "ACQUISITION PROPOSAL". The Company shall not, Summit or and shall not permit any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data Subsidiaries to, permit any of their respective officers, directors, affiliates, representatives or have agents to, directly or indirectly, (a) take any discussions withaction to solicit, initiate or enter into encourage any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate (b) participate in any discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to make or implement facilitate an Acquisition Proposal. Summit will immediately From and after the date hereof, the Company and its Subsidiaries shall and shall cause all of their respective officers, directors, employees , investment bankers, attorneys and other advisors and representatives to cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to doing any of the foregoing. Summit will take Notwithstanding the necessary steps to inform foregoing, the individuals Company or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In additionany such Persons may, Summit will notify UJB by telephone to its chief executive officer directly or general counsel promptly upon receipt of any inquiry with respect indirectly, subject to a proposed Acquisition Proposal with another person or receipt of confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information from or access made incident to an unsolicited written Acquisition Proposal setting forth a Superior Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any governmental written Superior Proposal made after the date hereof, not recommend shareholder approval of the Merger and promptly terminate this Agreement as provided in Section 9.1(f) (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or regulatory authority encouraged such Acquisition Proposal) (prompt termination of this Agreement in accordance with respect Section 9.1(f) shall be required if the Board of Directors does not recommend shareholder approval in accordance with this provision), if the board of directors of the Company shall have determined in its good faith judgment based upon the written opinion of outside counsel reasonably acceptable to the Buyer (which shall in any event include Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.) that failing to take such action would violate the directors' fiduciary duties under applicable law. The board of directors of the Company shall notify the Buyer immediately of any inquiries or Acquisition Proposals received by, any such information requested from, and any requests for negotiations or discussion sought to be initiated or continued with the Company and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such inquiry, Acquisition Proposal, information request, negotiations or discussions and shall keep the Buyer promptly advised of all Material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries shall waive or modify any provisions contained in any confidentiality agreement entered into relating to a proposed possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of Summit the Company or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitAffiliates.

Acquisition Proposals. Summit agrees that (a) Except as otherwise provided in this Section 5.4, at all times during the Pre-Appointment Period, neither Summit the Company nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries Subsidiaries shall, and Summit nor shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit the Company or any of its subsidiaries) not Subsidiaries authorize or permit any of their respective Representatives to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate, facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) conduct or engage in any discussions, investigations or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any third party that has informed the Company that it is seeking to make, or has made, an Acquisition Proposal, or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or offer could lead to an Acquisition Proposal, (includingiii) (y) approve any transaction under or any third party becoming an “interested stockholder” under Chapter 110F of the Massachusetts Laws or (z) amend or grant any waiver or release or make any determination under or approve any transaction or redeem any Company Rights under the Rights Agreement or take any action under the Rights Agreement to facilitate an Acquisition Proposal except in connection with the transactions contemplated by this Agreement, without limitationor (iv) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions Acquisition Proposal other than a confidentiality agreement permitted by Section 5.4(b). Except as the Merger involvingCompany Board determines in good faith by a majority vote, or any purchase of all or any significant portion of the assets or any equity securities ofafter consultation with its outside legal counsel, Summit or any of its subsidiaries (any that failure to take such proposal or offer being hereinafter referred action would be reasonably likely to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors result in a breach of its fiduciary duties, as advised by written opinion of counsel furnished the Company Board shall not fail to UJBmake, engage in any negotiations concerningnor shall it withdraw or modify, or provide propose publicly to withdraw or modify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation (or in either case recommend to the Company Stockholders an Acquisition Proposal or make any confidential information public statement inconsistent with the Company Board Recommendation) or data resolve to take any of the foregoing actions (it being agreed that any notice to Parent pursuant to Section 7.1(d)(i)(x) shall not constitute any such resolution) (any of the foregoing a “Company Adverse Recommendation Change”, which will not include a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act). The Company shall, and shall cause its Subsidiaries and their respective Representatives to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will cease immediately cease and cause to be terminated any and all existing activities, discussion discussions or negotiations negotiations, if any, with any parties third party conducted heretofore prior to the date hereof with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person and shall use its commercially reasonable best efforts to cause any such third party (or receipt its agents or advisors) in possession of a request for confidential information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or about the Company and any of its subsidiaries Subsidiaries that was furnished by or assets by another party, on behalf of the Company and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, its Subsidiaries to such third party in connection with an Acquisition Proposal within 12 months prior to the UJB officer notified as required above a copy date of any document relating thereto this Agreement promptly after any to return or destroy (and confirm destruction of) all such document is received by Summitinformation.

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any From the date hereof until the earlier of the respective officers termination of this Agreement and director of Summit the Closing, Company shall not, nor shall Company authorize or its subsidiaries shallpermit any officers, and Summit shall direct and use its best effort to cause its directors, employees, representatives or other agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit of Company or any of its subsidiaries) not Company Subsidiary to, initiate, solicit or encourage, directly or indirectly, (i) take any inquiries action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to Company or any Company Subsidiary or afford access to the making properties, books or records of Company or any proposal or offer (including, without limitationCompany Subsidiary to, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingPerson that may be considering making, or any purchase of all or any significant portion of the assets or any equity securities ofhas made, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or; provided, except to the extent legally required for the discharge by however, that nothing contained in this 35 Agreement shall prevent Company or the Board of Directors of its fiduciary duties, as advised by written opinion Company at any time prior to the consummation of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential the Merger from: (a) furnishing nonpublic information or data to, or have affording access to the properties, books or records of Company or any discussions Company Subsidiary to, or entering into negotiations with, or enter into any agreement or agreement Person in principle connection with an unsolicited Acquisition Proposal by such Person, if (a) Company's Board of Directors determines in good faith that such action is necessary to comply with their fiduciary duties to the Company Stockholders under applicable Law; (b) prior to furnishing any person relating to as an Acquisition Proposalsuch nonpublic information to, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion entering into discussions or negotiations with, such Person, Company's Board of Directors receives from such Person an executed confidentiality agreement with customary terms, and (c) Company's Board of Directors concludes in the exercise of its fiduciary duties that the Acquisition Proposal is a Superior Proposal; (b) taking and disclosing to the Company Stockholders any parties conducted heretofore position, and making any related filings with the SEC, as required by Rules 14e-2 and 14d-9 under the Exchange Act, with respect to any Alternative Transaction that is a tender offer; provided, that Company's Board of Directors shall not recommend that the Company Stockholders tender their shares of Company Common Stock in connection with any such tender offer unless the Board shall have determined in good faith that such action is necessary to comply with its fiduciary duties under applicable Law; or (c) if an unsolicited Acquisition Proposal is received as described in clause (i) above, informing the Company Stockholders that it no longer believes that the Merger is advisable and no longer recommends approval of the foregoingMerger (a "Subsequent Determination"), approving or recommending an Alternative Transaction based on that unsolicited Acquisition Proposal or entering into an Acquisition Agreement with respect to such an Alternative Transaction if (i) Company's Board of Directors determines in good faith that such action is necessary to comply with its fiduciary duties under applicable Law and (b) Company's Board of Directors concludes in good faith that the Acquisition Proposal is a Superior Proposal. Summit Company will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will promptly notify UJB by telephone to its chief executive officer or general counsel promptly upon Purchaser after receipt of any inquiry Acquisition Proposal or any request for nonpublic information relating to Company or any Company Subsidiary or for access to the properties, books or records of Company or any Company Subsidiary by any Person that has made an Acquisition Proposal and will keep Purchaser reasonably informed of the status and details of any such Acquisition Proposal, indication or request. Such written notice shall specify the material terms and conditions of the Acquisition Proposal, identify the Person making the Acquisition Proposal and state that the Board of Directors of Company intends to make, or is considering making, a Subsequent Determination. For a period of three business days following such notice, Company shall not take any action with respect to a proposed the Acquisition Proposal with another person or receipt of a request and shall provide an opportunity for information from any governmental or regulatory authority with respect Purchaser to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, propose such adjustments to the UJB officer notified terms and conditions of this Agreement as required above a copy would enable the Board of any document relating thereto promptly after any Directors of Company to proceed with the transactions contemplated herein on such document is received by Summit.adjusted terms. 36

Acquisition Proposals. Summit agrees that neither Summit nor any From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallSubsidiaries shall not, and Summit the Company shall direct instruct and use its reasonable best effort efforts to cause its employees, agents and representatives not to (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiariesi) not to, initiate, solicit or encourage, directly or indirectly, knowingly encourage any inquiries inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (including, without limitation, ii) initiate any proposal, tender offer discussions or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingnegotiations with any Person with respect to, or provide any purchase of all non-public information or any significant portion of data concerning the assets or any equity securities of, Summit Company or any of its subsidiaries (Subsidiaries to any such proposal Person relating to, an Acquisition Proposal or offer being hereinafter referred afford to as an "Acquisition Proposal") or, except any Person access to the extent legally required for business, properties, assets or personnel of the discharge by the Board of Directors Company or any of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage Subsidiaries in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle connection with any person relating to as an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. Summit will From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and cause to be terminated any existing activities, discussion or terminate all discussions and negotiations with any parties conducted heretofore Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any of Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the foregoing. Summit will Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt performance of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from such Person’s obligations under any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitapplicable confidentiality agreement.

Acquisition Proposals. Summit agrees that neither Summit nor From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Members shall not, and shall cause the Company and its Subsidiaries not to, and shall instruct and cause the Company’s Subsidiaries, Affiliates and their respective representatives, not to (a) solicit, initiate or knowingly participate in any of its subsidiaries nor negotiations with any Person with respect to, or knowingly provide any non-public information or data concerning the Company or any of the respective officers and director Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or knowingly afford to any Person access to the business, properties, assets or personnel of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit the Company or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage Company’s Subsidiaries in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle connection with any person relating to as an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (c) grant any waiver, amendment or release under any confidentiality agreement executed in connection with an Acquisition Proposal or the anti-takeover Laws of any state, or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. Summit will From and after the date hereof, the Members shall, and shall cause the Company to use its reasonable best efforts to instruct and cause its officers and directors, representatives, Subsidiaries and Affiliates and their respective representatives to immediately cease and cause to be terminated any existing activities, discussion or terminate all discussions and negotiations with any parties conducted heretofore Persons that may be ongoing with respect to any of Acquisition Proposal (other than Acquiror and its representatives). From and after the foregoing. Summit will take date hereof, the necessary steps to inform the individuals Company shall promptly notify Acquiror if any Person makes any written proposal, offer or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed an Acquisition Proposal and provide Acquiror with another person or receipt a description of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, the material terms and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, conditions thereof to the UJB officer notified extent that such disclosure would not result in breach of the Company’s confidentiality obligations that are in existence as required above a copy of any document relating thereto promptly after any such document is received by Summitthe date hereof.

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shall(a) So long as this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, Eureka shall not, and Summit shall direct not authorize, permit or cause any Eureka Subsidiary and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not their respective Representatives to, initiate, solicit or encourage, directly or indirectly: (i) initiate, solicit, induce or encourage (including by way of furnishing information), or take any action to facilitate the making of, any inquiries or the making of any proposal or offer (includinginquiry, without limitation, any proposal, tender offer or exchange offerproposal that constitutes, consolidationrelates or could reasonably be expected to lead to an Acquisition Proposal; (ii) respond to any inquiry relating to an Acquisition Proposal; (iii) recommend or endorse an Acquisition Proposal; (iv) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, business combinationor otherwise afford access, takeover or similar transactions to any Person (other than the Merger involving, or NexTier) any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data towith respect to Eureka or any Eureka Subsidiary or otherwise relating to an Acquisition Proposal; (v) release any Person from, waive any provisions of, or have fail to enforce any discussions with, confidentiality agreement or standstill agreement to which Eureka or any Eureka Subsidiary is a party; or (vi) enter into any agreement or agreement, agreement in principle principle, letter of intent or similar instrument with respect to any person Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle, letter of intent or similar instrument relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will Any violation of the foregoing restrictions by Eureka or any Eureka Representative, whether or not such Eureka Representative is so authorized and whether or not such Eureka Representative is purporting to act on behalf of Eureka or otherwise, shall be deemed to be a breach of this Agreement by Eureka. Eureka and each Eureka Subsidiary shall, and shall cause each of the Eureka Representatives to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussion or negotiations negotiations, and communications with any parties conducted heretofore Persons with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals existing or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed potential Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitProposal.

Acquisition Proposals. Summit agrees that neither Summit nor any From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallSubsidiaries shall not, and Summit the Company shall direct instruct and use its reasonable best effort efforts to cause its employeesrepresentatives, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, directly or indirectly: (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerningwith any Person with respect to, or provide any confidential non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or have afford to any discussions withPerson access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal; (ii) execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle with principle, or any person other arrangement or agreement relating to as an Acquisition Proposal; (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state; (iv) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or otherwise facilitate negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. Summit will immediately cease and cause ; or (v) agree or otherwise commit to be terminated any existing activities, discussion enter into or negotiations with any parties conducted heretofore with respect to engage in any of the foregoing. Summit will take The Company also agrees that immediately following the necessary steps execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to inform cause its and their representatives to, cease any solicitations, discussions or negotiations with any Person (other than the individuals parties and their respective representatives) conducted heretofore in connection with an Acquisition Proposal or entities referred any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. The Company shall promptly (and in the first sentence hereof any event within two Business Days) notify, in writing, Acquiror of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry inquiry, proposal, offer or request for information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include a summary of the material terms of such inquiry, proposal, offer or request for information. The Company shall promptly (and in any event within twenty-four (24) hours) keep Acquiror reasonably informed of any material developments with respect to a proposed Acquisition Proposal with another person or receipt of a any such inquiry, proposal, offer, request for information from or Acquisition Proposal (including any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitmaterial changes thereto).

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any From the date hereof through the earlier of the respective officers and director Closing Date or the date of Summit or its subsidiaries shalltermination of this Agreement in accordance with Article VI, and Summit shall direct and use its best effort to cause its employeesexcept in furtherance of the transactions contemplated by this Agreement, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) the Company will not to, initiate, solicit or encourage, directly or indirectly, through any inquiries Affiliate or representative or otherwise, except in furtherance of the making Merger, nor will it permit the Securityholders, to (a) solicit, initiate or encourage (including by way of furnishing material non-public information) submission of any proposals or offers, or any action likely to lead to the submission of such a proposal or offer (includingoffer, without limitationfrom any Person relating to the direct or indirect purchase by any Person, other than Parent, of any proposalassets of the Company or any of the Subsidiaries outside the ordinary course of business, tender offer or exchange offerany equity interest in, or any merger, consolidation, share exchange or business combinationcombination with, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit Company or any of its subsidiaries the Subsidiaries (any such proposal or offer being hereinafter referred to as collectively, an "“Acquisition Proposal"”), (b) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage participate in any discussions, conversations, negotiations concerningor other communications regarding, or provide furnish to any confidential Person other than Parent any information or data with respect to, or have otherwise cooperate in any discussions withway with or assist or facilitate any Acquisition Proposal by any Person, (c) enter into any Contract with respect to any Acquisition Proposal or (d) sell, transfer or otherwise dispose of, or enter into any agreement Contract with respect to the sale, transfer or agreement disposition of, any interest in principle with any person relating to as an Acquisition Proposal, the Company Capital Stock or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposalother equity interests of the Company. Summit will Each Securityholder and the Company immediately shall cease and cause to be terminated any existing activitiesdiscussions, discussion or conversations, negotiations and other communications with any parties conducted heretofore Persons with respect to an Acquisition Proposal. Each such Person shall notify Parent promptly if any such Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate the identity of the foregoing. Summit will take Person making such Acquisition Proposal, inquiry or contact and the necessary steps to inform the individuals terms and conditions of such Acquisition Proposal, inquiry or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above other contact (including a copy of any document relating thereto promptly after any such document is written or electronic mail transmissions received by Summit.in connection therewith). AGREEMENT AND PLAN OF MERGER 50

Acquisition Proposals. Summit agrees that neither Summit nor Any offer or proposal by any of its subsidiaries nor Person or group concerning any of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidationproposal for a merger, share exchange, recapitalization, consolidation or other business combination, takeover or similar transactions other than combination involving the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit Company or any of its subsidiaries or assets divisions of any of the foregoing, or any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the Assets of, the Company or any of its subsidiaries, other than pursuant to the transactions contemplated by another partythis Agreement, is hereby defined as an "ACQUISITION PROPOSAL." From and after the date hereof, Company shall not, and will immediately deliver as soon as possible shall not permit any of its subsidiaries to, permit any of their respective officers, directors, affiliates, representatives or agents to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal, or (ii) participate in any discussions or negotiations with or encourage any effort or attempt by facsimile transmissionany other Person or take any other action to facilitate an Acquisition Proposal. From and after the date hereof, receipt acknowledgedthe Company and its subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, the Company and its subsidiaries shall cease doing any of the foregoing. Notwithstanding the foregoing, the Company or any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any written Acquisition Proposal made after the date hereof and not recommend shareholder approval of the Merger (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or encouraged such Acquisition Proposal), if the board of directors of the Company shall have determined, based upon the written advice of outside counsel and financial advisors to the UJB officer notified as required above Company reasonably experienced in such matters, that failing to take such action would violate the directors' fiduciary duties under applicable law. The board of directors of the Company shall notify the Buyer immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep the Buyer promptly advised of all Material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Neither the Company nor any of its subsidiaries shall waive or modify any provisions contained in any confidentiality agreement entered into relating to a copy possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of the Company or any document relating thereto promptly after any such document is received by Summitof its subsidiaries.

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any From the date hereof through the earlier of the respective officers Closing Date and director the date of Summit or its subsidiaries shalltermination of this Agreement pursuant to Article IX, as applicable, Seller shall not, and Summit shall direct and use its best effort to cause its employees, agents Subsidiaries and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) and their respective Representatives not to, directly or indirectly (a) solicit, initiate, solicit or knowingly encourage, directly facilitate or indirectlyaccept any inquiries, proposals, offers or other indications of interest by or from any inquiries Person with respect to: (i) any acquisition, purchase or other transaction involving the direct or indirect sale or transfer of all or any substantial part of the Business or the Allocated Assets (excluding sales of Investment Assets and the entry into the consummation of, or the making of any proposal or offer (including, without limitationpayments under, any proposalhedging transaction) or the equity interests of the Acquired Companies, tender offer or exchange offer(ii) any merger, consolidation, business combination, takeover reorganization, dissolution, recapitalization or similar transaction involving the Acquired Companies (each, an “Acquisition Proposal”), but excluding, in each case, this Agreement and the other Transaction Documents and the transactions other than the Merger involvingcontemplated hereby and thereby, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"b) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage participate in any discussions or negotiations concerning, or provide any confidential information or data with respect to, or have furnish or confirm any discussions information to any Person in connection with, an Acquisition Proposal. In the event that Seller, an Acquired Company or enter into any agreement Affiliate of Seller or agreement in principle with any person relating to as the Acquired Companies receives an Acquisition Proposal, the Person receiving such Acquisition Proposal shall promptly, but in no event later than forty-eight (48) hours thereafter, notify Buyer Parent in writing of such proposal and provide a copy thereof (if in written or otherwise facilitate electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties. For the avoidance of doubt, any effort inquiries, proposals, offers or attempt indications of interest or other agreements relating to make or implement any Permitted Transaction shall not be considered an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summithereunder.

Acquisition Proposals. Summit (a) The Company agrees that neither Summit nor any of it shall not and shall cause its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallSubsidiaries not to, and Summit shall direct and use its reasonable best effort efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) Subsidiaries’ Representatives not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer (including, without limitation, from a Third Party relating to any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage enter into or participate in any negotiations concerningsubstantive discussion or negotiation with respect to, or provide any confidential information or data to any Person relating to, an Acquisition Proposal, (iii) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or have any discussions with, other similar Contract relating to an Acquisition Proposal or enter into any agreement Contract or agreement in principle with requiring the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby, (iv) take any person relating action to as make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a Third Party becoming an “interested shareholder” under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition ProposalProposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or otherwise facilitate any effort of Parent’s Affiliates, under any such provisions) or attempt (v) resolve, propose or agree to make or implement an Acquisition Proposaldo any of the foregoing. Summit will The Company shall immediately cease and cause to be terminated any existing activitiessolicitation, discussion or negotiations negotiation with any parties Persons conducted heretofore prior to the execution of this Agreement by the Company, its Subsidiaries or any of the Company’s Representatives with respect to any Acquisition Proposal and shall promptly request the return or destruction of all confidential information provided by or on behalf of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit Company or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, Subsidiaries to such Person in connection with the consideration of any Acquisition Proposal to the UJB officer notified as required above a copy of any document relating thereto promptly after any extent that the Company is entitled to have such document is received by Summitdocuments returned or destroyed.

Acquisition Proposals. Summit The Company agrees that neither Summit it nor any of its subsidiaries the Company Subsidiaries nor any of the respective officers and director directors of Summit the Company or its subsidiaries the Company Subsidiaries shall, and Summit the Company shall direct and use its best effort efforts to cause its employees, agents and representatives (including, without limitation, including any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit it or any of its subsidiariesthe Company Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer (includingincluding any proposal or offer to stockholders of the Company) with respect to a merger, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover consolidation or similar transactions other than the Merger transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit the Company or any of its subsidiaries the Company Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an 36 Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however that the Company may furnish or cause to be furnished such confidential information or data and may participate in such negotiations or discussions directly or through its representatives if the Company's board of directors, after having consulted with and considered the advice of the Company's board of director's independent outside counsel, has determined that any such action is necessary in order for the Company's board of directors to discharge their fiduciary duties under applicable laws. Summit The Company will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingforegoing and enforce any confidentiality agreements. Summit The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this SectionSection 5.1. In addition, Summit The Company agrees that it will notify UJB by telephone the Acquiror immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to its chief executive officer be initiated or general counsel promptly upon receipt of any inquiry continued with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit the Company or any of the Company Subsidiaries. The Company also agrees that it promptly shall request each other person (other than the Acquiror) that has heretofore executed a confidentiality agreement in connection with its subsidiaries consideration of acquiring the Company or assets any of the Company Subsidiaries to return or destroy all confidential information heretofore furnished to such person by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to or on behalf of the UJB officer notified as required above a copy Company or any of any document relating thereto promptly after any such document is received by Summitthe Company Subsidiaries.

Acquisition Proposals. Summit agrees that neither Summit nor From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its Subsidiaries, Affiliates and their respective representatives, not to (a) solicit, initiate or knowingly participate in any of its subsidiaries nor negotiations with any Person with respect to, or knowingly provide any non-public information or data concerning the Company or any of the respective officers and director Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or knowingly afford to any Person access to the business, properties, assets or personnel of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit the Company or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage Company’s Subsidiaries in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle connection with any person relating to as an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (c) grant any waiver, amendment or release under any confidentiality agreement executed in connection with an Acquisition Proposal or the anti-takeover Laws of any state, or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. Summit will From and after the date hereof, the Company shall, and shall instruct and use its reasonable best efforts to cause its officers and directors to, and the Company shall instruct and shall use its reasonable best efforts to cause its representatives, its Subsidiaries and Affiliates and their respective representatives to, immediately cease and cause to be terminated any existing activities, discussion or terminate all discussions and negotiations with any parties conducted heretofore Persons that may be ongoing with respect to any of Acquisition Proposal (other than Acquiror and its representatives). From and after the foregoing. Summit will take date hereof, the necessary steps to inform the individuals Company shall promptly notify Acquiror if any Person makes any written proposal, offer or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed an Acquisition Proposal and provide Acquiror with another person or receipt a description of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, the material terms and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, conditions thereof to the UJB officer notified extent that such disclosure would not result in breach of the Company’s confidentiality obligations that are in existence as required above a copy of any document relating thereto promptly after any such document is received by Summitthe date hereof.

Acquisition Proposals. Summit The Company agrees that neither Summit nor any of its subsidiaries it nor any of the Company Subsidiaries nor their respective officers and director of Summit or its subsidiaries shallofficers, and Summit shall direct and use its best effort to cause its directors, employees, agents and or representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiariesthem) not to, shall initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (includingwith respect to a merger, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover consolidation or similar transactions other than the Merger transaction involving, or any purchase of all or any significant portion of the assets or any equity securities or partnership (capital or profits) interests of, Summit either the Company, any of the Company Subsidiaries or any of its subsidiaries the Funds, or the assignment of any investment advisory, sub-advisory, administrative or distribution agreement with the Company or any of the Company Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal, except as contemplated by this Plan; provided, however, with the authorization of the Company's Board of Directors, that the Company, any Company Subsidiary or any officer, director or employee of, the Company or any Company Subsidiary may, following the receipt of an Acquisition Proposal from a third party that the Board of Directors of the Company determines in good faith (after duly considering the written advice of its counsel) must be considered in order to comply with the Board of Directors' fiduciary duties to the Company's stockholders under applicable law, participate in discussions or negotiations regarding such Acquisition Proposal and furnish related information. Summit The Company shall promptly advise First Union and FUNB-NC orally and in writing of the receipt by it (or any of the other persons or entities referred to above) of any Acquisition Proposal, or any inquiry that could lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person making such Acquisition Proposal or inquiry. The Company will keep First Union and FUNB-NC fully informed of the status and details of any such Acquisition Proposal or inquiry. The Company will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit The Company will take the necessary steps to inform the appropriate individuals or entities referred to in the first sentence hereof of to comply with the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitSection 5.05.

Acquisition Proposals. Summit agrees that neither Summit nor any (a) From the date hereof until the Closing Date or, if earlier, the termination of its subsidiaries nor any of the respective officers and director of Summit this Company Holders Support Agreement in accordance with Section 3.1, each Shareholder: (i) shall not, directly or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, indirectly initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerningwith any Person with respect to, or provide any confidential non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or have afford to any discussions withPerson access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (ii) execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle with principle, or any person other arrangement or agreement relating to as an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, (iv) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. Summit will immediately cease and cause Proposal or (v) agree or otherwise commit to be terminated any existing activities, discussion enter into or negotiations with any parties conducted heretofore with respect to engage in any of the foregoing. Summit will take Each Shareholder also agrees that immediately following the necessary steps execution of this Company Holders Support Agreement it shall cease any solicitations, discussions or negotiations with any Person (other than the parties to inform the individuals Business Combination Agreement and their respective representatives) conducted heretofore in connection with an Acquisition Proposal or entities referred any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. Each Shareholder shall promptly (and in the first sentence hereof any event within two (2) Business Days) notify, in writing, SPAC of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry inquiry, proposal, offer or request for information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include a summary of the material terms of such inquiry, proposal, offer or request for information. Each Shareholder shall promptly (and in any event within twenty-four (24) hours) keep SPAC reasonably informed of any material developments with respect to a proposed Acquisition Proposal with another person or receipt of a any such inquiry, proposal, offer, request for information from or Acquisition Proposal (including any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitmaterial changes thereto).

Acquisition Proposals. Summit agrees that neither Summit nor any of The Company, its subsidiaries nor any of the affiliates and their respective officers and director of Summit or its subsidiaries shallofficers, and Summit shall direct and use its best effort to cause its directors, employees, representatives and agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will shall immediately cease and cause to be terminated any existing activitiesdiscussions or negotiations, discussion or negotiations if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the foregoing. Summit will take assets of, or any equity interest in, the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit Company or any of its subsidiaries Subsidiaries or any recapitalization, business combination or similar transaction with the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate, facilitate or encourage the submission of any proposal or offer from any Person (as defined below) relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Company or any of its Subsidiaries or any recapitalization, business combination or similar transaction (an "Acquisition Transaction") with the Company or any of its Subsidiaries (any communication with respect to an Acquisition Transaction being an "Acquisition Proposal") or participate in any negotiations regarding, or furnish or disclose to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by another partyany other Person to do or seek any of the foregoing or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated hereby this Agreement; provided, however, that the Company may furnish information to, and will immediately deliver as soon as possible negotiate or otherwise engage in discussions with, any party who delivers a bona fide written Acquisition Proposal which was not solicited or encouraged after the date of this Agreement if the Company Board by facsimile transmissionmajority vote determines in good faith (i) after consultation with and receipt of advice from its outside legal counsel, that failing to take such action is reasonably determined to constitute a breach of the fiduciary duties of the Company Board under applicable law, (ii) after consultation with and receipt acknowledgedof written advice from the Financial Advisor or another nationally recognized investment banking firm, that such proposal is more favorable to the UJB officer notified as required above Company's stockholders from a copy financial point of view than the transactions contemplated hereby (including any document relating thereto promptly after any such document is received adjustment to the terms and conditions proposed by Summit.the Purchaser in response

Acquisition Proposals. Summit The Company agrees that neither Summit it nor any of its subsidiaries Subsidiaries nor any of the respective officers and director directors of Summit the Company or its subsidiaries Subsidiaries shall, and Summit the Company shall direct and use its best effort efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit it or any of its subsidiariesSubsidiaries) not to, (a) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposalproposal or offer to stockholders of the Company) with respect to a merger, tender offer or exchange offer, consolidation, business combination, takeover consolidation or similar transactions other than the Merger transaction involving, or any purchase of all or any significant portion more than 10% of the assets or any equity securities of, Summit the Company or any of its subsidiaries material Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, (b) except to the extent legally required for the discharge by the Board board of Directors directors of its fiduciary duties, duties as advised in writing by written opinion of counsel furnished to UJBsuch board's counsel, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit The Company will notify the Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company after the date hereof, and the identity of the person making such inquiry, proposal or offer and the substance thereof. Subject to the foregoing, the Company will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit The Company will take the necessary steps to inform the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this SectionSection 4.01. In addition, Summit The Company will notify UJB by telephone promptly request each person (other than the Parent) that has executed a confidentiality agreement prior to the date hereof in connection with its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt consideration of a request for business combination with the Company or any Subsidiary of the Company to return or destroy all confidential information from any governmental previously furnished to such person by or regulatory authority with respect to a proposed acquisition on behalf of Summit the Company or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitSubsidiaries.

Acquisition Proposals. Summit The Company agrees that neither Summit nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallit shall not, and Summit shall direct and use its best effort to cause its employeesSubsidiaries and its and its Subsidiaries' officers, agents directors, agents, advisors and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) affiliates not to, initiate, solicit or encourage, directly or indirectly, any encourage inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingproposals with respect to, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle 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 as 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 contem plated by this Agreement (any of the foregoing, an "Acquisition Proposal"); provided that, if the Company is not otherwise in violation of this Section 6.06, the Company Board may provide information to, and may engage in such negotiations or discussions with, a person with respect to an Acquisition Proposal, directly or otherwise facilitate any effort through representatives, if (a) the Company Board, after having consulted with and considered the written advice of outside counsel to the Company Board, has determined in good faith that the provision of such information or attempt the engaging in such negotiations or discussion is required in order to make or implement an Acquisition Proposaldischarge properly the directors' fiduciary duties in accordance with New Jersey law and (b) the Company has received from such person a confidentiality agreement in substantially the same form as entered into by Acquiror. Summit will The Company also agrees immediately to cease and cause to be terminated any existing activities, discussion discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any of the foregoing. Summit will take The Company shall promptly (within 24 hours) advise the necessary steps to inform Acquiror following the individuals or entities referred to in receipt by it of any Acquisition Proposal and the first sentence hereof substance thereof (including the identity of the obligations undertaken in this Section. In additionperson making such Acquisition Proposal), Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt and advise the Acquiror of any inquiry developments with respect to a proposed such Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to upon the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitoccurrence thereof.

Acquisition Proposals. Summit agrees that neither Summit Neither the Company nor the Shareholder will, nor will either of them authorize or permit any of its subsidiaries nor any of the respective officers and director of Summit officer, director, employee, consultant or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, contractor or any investment banker, brokerattorney, financial accountant or investment advisor, attorney other agent or accountant retained by Summit Representative of the Company or any the Shareholder acting on either of its subsidiaries) not their behalf to, initiate, solicit or encourage, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit Immediately after the execution and delivery of this Agreement, each of the Company and the Shareholder will, and will immediately cause their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents and Representatives to, cease and cause to be terminated terminate any existing activities, discussion discussions or negotiations with any parties conducted heretofore with in respect to of any possible Acquisition Proposal and will promptly inform Holdings of the foregoingreceipt of any subsequent Acquisition Proposal. Summit Each of the Company and the Shareholder will take the all necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of this Section 7.1 of the obligations undertaken in this SectionSection 7.1. In addition“Acquisition Proposal” means an inquiry, Summit will notify UJB by telephone to its chief executive officer offer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or proposal regarding any of the following (other than the Contemplated Transactions) involving the Company, its subsidiaries or the Medical Corporations: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale of Shares or other equity interests or securities, (iii) any sale, lease, exchange, mortgage, pledge, Transfer or other disposition of all or any material portion of its assets by another partyin a single transaction or series of transactions; or (iv) any public announcement of a proposal, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, plan or intention to do any of the UJB officer notified as required above a copy foregoing or any agreement to engage in any of any document relating thereto promptly after any such document is received by Summitthe foregoing.

Acquisition Proposals. Summit agrees that neither Summit nor Any offer or proposal by any Person or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving CEM or any of its subsidiaries nor or divisions, or any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the respective officers and director of Summit or its subsidiaries shallassets of, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit CEM or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than pursuant to the Merger involvingtransactions contemplated by this Agreement, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to is hereby defined as an "Acquisition Proposal") or. CEM shall not, except to the extent legally required for the discharge by the Board of Directors nor shall it permit any of its fiduciary dutiesofficers, as advised by written opinion of counsel furnished to UJBdirectors, engage in any negotiations concerningaffiliates, representatives or provide any confidential information or data agents to, directly or have indirectly, (a) take any discussions withaction to solicit, initiate or enter into encourage any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate (b) participate in any discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to make or implement facilitate an Acquisition Proposal. Summit will immediately From and after the date hereof, CEM, its subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, CEM and its subsidiaries shall cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to doing any of the foregoing. Summit will take Notwithstanding the necessary steps to inform the individuals foregoing, CEM or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In additionany such Persons may, Summit will notify UJB by telephone to its chief executive officer directly or general counsel promptly upon receipt of any inquiry with respect indirectly, subject to a proposed Acquisition Proposal with another person or receipt of confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information from or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any governmental written Acquisition Proposal made after the date hereof (provided that neither CEM nor any such Person, after the date hereof, solicited, initiated or regulatory authority with respect encouraged such Acquisition Proposal), if the Committee shall have determined in good faith based upon the reasonably concluded advice of outside counsel that failing to take such action would violate CEM's board of directors' fiduciary duties under applicable law. During the term of this Agreement, the board of directors of CEM shall notify Acquiror immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep Acquiror promptly advised of all material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. During the term of this Agreement, CEM shall not waive or modify any provisions contained in any confidentiality agreement entered into relating to a proposed possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of Summit or any CEM unless the Committee shall have determined in good faith based on reasonably concluded advice of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, outside counsel that failing to the UJB officer notified as required above a copy take such action would violate CEM's board of any document relating thereto promptly after any such document is received by Summitdirectors' fiduciary duties under applicable law.

Acquisition Proposals. Summit agrees that neither Summit The Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, brokerattorney, financial accountant or investment advisor, attorney other advisor or accountant retained by Summit representative of the Company or any of its subsidiaries) not subsidiaries to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposalAcquisition Proposal. The Company shall notify Buyer of any Acquisition Proposal as promptly as practicable after its receipt thereof, tender and shall provide Buyer with a copy of any written Acquisition Proposal or amendments or supplements thereto. "Acquisition Proposal" means an inquiry, offer or exchange offerproposal regarding any of the following (other than the transactions contemplated by this Agreement) involving the Company or any of its subsidiaries: (w) any merger, consolidation, share exchange, recapitalization, business combinationcombination or other similar transaction; (x) any sale, takeover lease, exchange, mortgage, pledge, transfer or similar transactions other than the Merger involving, or any purchase disposition of all or any significant portion of the assets or any equity securities of, Summit or any of the Company and/or its subsidiaries in a single transaction or series of related transactions (other than immaterial transfers of assets in the Ordinary Course of Business of the Company and other than any financings pursuant to Section 5.18). The Company Board will not withdraw or modify, or propose to withdraw or modify, in a manner adverse to Buyer, its recommendation of the Merger unless the Company Board after consultation with independent legal counsel, determines in good faith that such proposal or offer being hereinafter referred action is necessary for the Company Board to as an "Acquisition Proposal") or, except comply with its duties to the extent legally required Company's shareholders under applicable Law. No such withdrawal or modification shall be a basis for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished Company to UJB, engage terminate this Agreement nor shall it in any negotiations concerning, way affect or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to diminish any of the foregoing. Summit will take Company's obligations under this Agreement (including, but not limited to, the necessary steps Company's obligations under this Section 5.15 and the Company's obligations pursuant to inform Section 5.6 to use its best efforts to obtain the individuals requisite written consent of its shareholders for the Plan of Merger or entities referred to in cause the first sentence hereof Company Shareholder Meeting to be held for the purpose of voting on the approval and adoption of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt Plan of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitMerger.

Acquisition Proposals. Summit (a) The Company agrees that neither Summit nor any of its subsidiaries nor any it will not, and will cause Company Bank and each of the Company’s and Company Bank’s respective officers and director of Summit or its subsidiaries shallofficers, and Summit shall direct and use its best effort to cause its directors, employees, agents agents, advisors, attorneys, accountants, consultants and other representatives (includingcollectively, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries“Representatives”) not to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) initiate, solicit, knowingly induce or encourage or knowingly facilitate the making of any proposal inquiries, offers or offer (includingproposals with respect to, without limitationor which could reasonably be expected to lead to, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage or participate in any negotiations concerningwith any Person concerning any Acquisition Proposal, (iii) provide or provide make available any confidential or nonpublic information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person Person relating to as 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 6.15(a), or otherwise facilitate (iv) enter into any effort agreement, agreement in principle or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal; provided, that, prior to the adoption of this Agreement by the shareholders of the foregoing. Summit will take Company by the necessary steps to inform the individuals or entities referred to Requisite Company Vote, in the first sentence hereof event the Company receives an unsolicited bona fide written Acquisition Proposal after the execution of this Agreement that did not result from a breach of this Section 6.15(a), it may, and may permit Company Bank and the Company’s and Company Bank’s Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Company Board concludes in good faith, after consultation with and having considered the advice of its outside financial advisor and outside legal counsel, that (A) such Acquisition Proposal constitutes a Superior Proposal or would reasonably be likely to result in a Superior Proposal and (B) failure to take such actions would constitute a violation of its fiduciary duties to the Company’s shareholders under applicable law; provided, further, that, prior to providing or making available 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; provided, further, that the Company shall provide Parent with at least five (5) business days’ prior notice of the obligations undertaken Company Board’s consideration of any Acquisition Proposal and, in this Section. In addition, Summit will notify UJB by telephone if the Company makes the conclusion described above, five (5) business days’ notice prior to its chief executive officer furnishing or general counsel causing to be furnished any nonpublic information or data to any other Person or participating in negotiations or discussions with any other Person. The Company shall promptly upon receipt provide to Parent any non-public information regarding the Company or Company Bank provided to any other Person which was not previously provided to Parent, such additional information to be provided no later than the date of any inquiry with respect provision of such information to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitother Person.

Acquisition Proposals. Summit agrees that neither Summit nor Section 5.5.1 Subject to the terms of Section 5.5.2 and Section 5.5.3, commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Effective Time and termination of this Agreement in accordance with its terms, the Company shall not, and shall not authorize or knowingly permit any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shalldirectors, and Summit shall direct and use its best effort to cause its officers, employees, agents and or other representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly: (i) solicit, encourage, initiate, substantively review (except as may be permitted by the DGCL) or participate in any negotiations or discussions with respect to any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the Company, whether by purchase of assets, exclusive license, joint venture formation, purchase of stock, business combination or otherwise (other than (A) discussions with Parent and Buyer regarding this Agreement, the Merger and the other transactions contemplated hereby, and (B) discussions with current and former Company Business Employees or any Holders of Company Warrants outstanding on the date hereof or granted after the date hereof in accordance with the terms of this Agreement regarding the exercise and termination of any Company Options and Company Warrants) (an “Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Company and which the Company believes would be used for the purposes of formulating any Acquisition Proposal, (iii) assist, cooperate with, facilitate or encourage any Person to make any Acquisition Proposal (directly or indirectly), or (iv) agree to, enter into a Contract regarding, approve, recommend or endorse any transaction involving, any inquiries or Acquisition Proposal. Commencing with the making execution and delivery of this Agreement and continuing until the earlier to occur of the Effective Time and termination of this Agreement in accordance with its terms, the Company shall notify Buyer promptly of any proposal or offer (includingformal or informal, without limitationoral, any proposal, tender offer written or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingotherwise), or any purchase of all inquiry or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle contact with any person relating to as an Person with respect thereto, regarding any Acquisition Proposal, or otherwise facilitate such notice to include the identity of the Person proposing such Acquisition Proposal and the terms thereof, and shall keep Buyer apprised, on a current basis, of the status of any effort or attempt such Acquisition Proposal and of any modifications to make or implement an Acquisition Proposalthe terms thereof. Summit will Subject to the terms of Section 5.5.2 and Section 5.5.3, the Company shall immediately cease and cause to be terminated any and all existing activities, discussion discussions or negotiations with any parties Persons conducted heretofore prior to the execution and delivery of this Agreement with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitProposal.

Acquisition Proposals. Summit agrees that neither Summit Until the termination of this Agreement, the Company will not, nor will it authorize or permit any of its subsidiaries nor any Representative of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not Company to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate, or encourage the submission of any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information in respect of, or knowingly take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit The Company shall notify Parent of any Acquisition Proposal (including the material terms and conditions thereof, any subsequent modifications thereto, and the identity of the person making it) as promptly as practicable after its receipt thereof, and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto. Immediately after the execution and delivery of this Agreement, the Company will, and will immediately use its commercially reasonable efforts to cause its affiliates, and their respective Representatives to, cease and cause to be terminated terminate any existing activities, discussion discussions, or negotiations with any parties conducted heretofore with in respect to of any of the foregoingpossible Acquisition Proposal. Summit will The Company shall take the all necessary steps to promptly inform the individuals or entities persons referred to in the first sentence hereof of this Section 6.5 of the obligations undertaken in this SectionSection 6.5. In addition“Acquisition Proposal” means an inquiry, Summit will notify UJB offer, or proposal regarding any of the following (other than the transactions contemplated by telephone to its chief executive officer this Agreement) involving the Company: (w) any merger, consolidation, share exchange, recapitalization, business combination, or general counsel promptly upon receipt other similar transaction; (x) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition of all or substantially all the assets of the Company in a single transaction or series of related transactions; (y) any inquiry with respect to a proposed Acquisition Proposal with another person tender offer or receipt exchange offer for 20% or more of the outstanding shares of Company Common Stock; or (z) any public announcement of a request for information from proposal, plan, or intention to do any governmental or regulatory authority with respect to a proposed acquisition of Summit the foregoing or any agreement to engage in any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitforegoing.

Acquisition Proposals. Summit Each of the Company Stockholders and the Company agrees that neither Summit nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallit will not, and Summit shall direct each such party will cause its affiliates not to and will each use its respective reasonable best effort efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) their Representatives not to, (i) initiate, solicit solicit, encourage or encourage, directly or indirectly, any facilitate inquiries or the making of proposals with respect to any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage or participate in any negotiations concerningwith 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, or enter into any agreement or agreement in principle with any person Person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit Without derogating from any agreements entered between Buyer and the Company prior to the date hereof, each of the Company Stockholders and the Company agrees that it will, and each such party will cause its affiliates and will use its respective reasonable best efforts to cause its and their Representatives to, immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations conducted before the date of this Agreement with any parties conducted heretofore Person other than Buyer and its affiliates with respect to any Acquisition Proposal. Each of the foregoing. Summit Company and the Company Equityholders’ Representative will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof promptly (within seventy-two (72) hours) notify Buyer following receipt by any of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer Covered Company Stockholders or general counsel promptly upon receipt the Company or any of their respective affiliates or Representatives of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a any request for nonpublic information relating to the Company or any of the Company Subsidiaries by any Person that informs it or any of their affiliates or Representatives that it is considering making, or has made, an Acquisition Proposal, or any inquiry from any governmental Person seeking to have discussions or regulatory authority negotiations with respect to a proposed acquisition of Summit it or any of its subsidiaries affiliates or assets by another partyRepresentatives relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and will immediately deliver as soon as possible by facsimile transmissionshall indicate the identity of the Person making the Acquisition Proposal, receipt acknowledgedinquiry or request and the material terms and conditions of any inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or written correspondence). Each of the Company and the Company Equityholders’ Representative shall also keep Buyer informed of the status and terms of any such proposals, offers, discussions or negotiations on a current basis, including any amendments to or revisions of the UJB officer notified as required above material terms of such Acquisition Proposal, and shall provide a copy of all material documentation or written correspondence relating thereto. The Company shall use its reasonable best efforts to enforce any document existing confidentiality or standstill agreements to which it or any of the Company Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating thereto promptly after to (i) any such document is received by Summitacquisition or purchase, direct or indirect, of 10% or more of the consolidated assets of the Company and the Company Subsidiaries or 10% or more of any class of equity or voting securities of the Company or the Company Subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of the Company, as applicable, or (ii) a merger, consolidation, share exchange or other business combination involving the Company or the Company Subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of the Company, as applicable.

Acquisition Proposals. Summit From and after the date of this Agreement until the earlier of the Effective Date or the consummation of the Offer, except as provided below, the Company agrees that (a) neither Summit the Company nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries Subsidiaries shall, and Summit the Company shall direct and use not authorize or permit its best effort to cause its officers, directors, employees, agents and or representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit it or any of its subsidiariesSubsidiaries) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposalproposal or offer to its stockholders) with respect to a merger, tender offer or exchange offeracquisition, consolidation, business combinationtender offer, takeover exchange offer or similar transactions other than the Merger transaction involving, or any purchase of all or any significant portion of the assets or any significant portion of the equity securities (excluding any issuable pursuant to agreement existing on the date hereof) of, Summit the Company or any of its subsidiaries Subsidiaries (any such proposal or offer offer, other than by the Parent or its affiliates, being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, or engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Acquisi- tion Proposal. Summit ; (b) it will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing; and (c) it will notify the Parent immediately (but in no event later than 24 hours) if any such Acquisition Proposals are received by the Company, any such information is requested from the Company, or any such negotiations or discussions are sought to be initiated or continued with the Company. Summit will take Any such notice pursuant to clause (c) of the necessary steps previous sentence shall include the identity of the party making the Acquisition Proposal and the terms of such proposal. Notwithstanding the foregoing, nothing contained in this Section 5.8 shall prohibit the Board of Directors of the Company from (i) furnishing information to inform or entering into discussions or negotiations with, any person or entity that indicates an interest in making a Superior Proposal (as hereinafter defined), if, and only to the individuals extent that, (A) the Board of Directors reasonably determines in good faith after consultation with outside counsel that such action is required for the Board of Directors to comply with its fiduciary duties to its stockholders under applicable law and (B) the Company keeps the Parent informed of the status and terms of any such discus- sions or entities referred negotiations; and (ii) to the extent applicable, comply- ing with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. If any person or entity makes a Superior Proposal, upon receipt and determination thereof, the Company shall promptly (but in no event later than 24 hours after determination) provide written notice (a "Notice of a Superior Proposal") to the Parent of such Superior Proposal, including the identity of the parties and the terms thereof. For purposes of this Agreement, "Superior Proposal" means an unsolic- ited bona fide Acquisition Proposal by a third party in writing that the Board of Directors of the Company determines in its good faith reasonable judgment (based on the advice of a nationally recognized investment banking firm) provides greater aggregate value to the Company's stockholders than the transactions contem- plated by this Agreement and for which any required financing is committed or which, in the first sentence hereof good faith reasonable judgment of the obligations undertaken Board of Directors (based on the advice of a nationally recog- nized investment banking firm), is reasonably capable of being financed by such third party. Nothing in this Section. In additionSection 5.8 shall (x) permit the Company to terminate this Agreement, Summit will notify UJB by telephone (y) permit the Company to its chief executive officer or general counsel promptly upon receipt of enter into any inquiry agreement with respect to a proposed an Acquisition Proposal with another person during the term of this Agreement, or receipt of a request for information from (z) affect any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy other obligation of any document relating thereto promptly after any such document is received by Summitparty under this Agreement.

Acquisition Proposals. Summit agrees that neither Summit nor Any offer or proposal by any corporation, partnership, person or other entity or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving MedCath or any of its subsidiaries nor or divisions, or any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the respective officers and director of Summit or its subsidiaries shallassets of, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit MedCath or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than pursuant to the Merger involvingtransactions contemplated by this Agreement, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to is hereby defined as an "Acquisition Proposal") or. MedCath shall not, except to the extent legally required for the discharge by the Board of Directors nor shall it permit any of its fiduciary dutiesofficers, as advised by written opinion of counsel furnished to UJBdirectors, engage in any negotiations concerningaffiliates, representatives or provide any confidential information or data agents to, directly or have indirectly, (a) take any discussions withaction to solicit, initiate or enter into knowingly encourage any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate (b) participate in any discussions or negotiations with or encourage any effort or attempt by any other person or entity or take any other action to make or implement facilitate an Acquisition Proposal. Summit will immediately From and after the date hereof, MedCath, its subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, MedCath and its subsidiaries shall cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to doing any of the foregoing. Summit will take Notwithstanding the necessary steps to inform the individuals foregoing, MedCath or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In additionany such persons may, Summit will notify UJB by telephone to its chief executive officer directly or general counsel promptly upon receipt of any inquiry with respect indirectly, subject to a proposed Acquisition Proposal with another person or receipt of confidentiality agreement substantially no less favorable taken as a whole to MedCath than the Confidentiality Agreement, furnish to any party information and access in response to a request for information from or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any governmental written Acquisition Proposal made after the date hereof (provided neither MedCath nor any such Person, after the date hereof, solicited, initiated or regulatory authority with respect encouraged such Acquisition Proposal), if the board of directors of MedCath, or in the event of an Acquisition Proposal in which a member of such Board of Directors or any affiliate thereof has an interest which would be adverse to MedCath (an "Interested Party Proposal"), then the Strategic Options Committee, shall have determined in good faith based upon the reasonably concluded written advice of outside counsel to MedCath or counsel to the Strategic Options Committee, as the case may be, that failing to take such action would violate MedCath's board of directors' fiduciary duty under applicable law. During the term of this Agreement, the board of directors of MedCath shall notify Acquiror immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep Acquiror promptly advised of all material developments which could reasonably be expected to culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. During the term of this Agreement, MedCath shall not waive or modify any provisions contained in any confidentiality agreement entered into relating to a proposed possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitMedCath.

Acquisition Proposals. Summit (a) First Mutual agrees that neither Summit nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries it shall, and Summit shall direct and use its reasonable best effort efforts to cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney attorney, accountant or accountant other representative retained by Summit it) (all of the foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of First Mutual thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. From the date of this Agreement through the Effective Time, First Mutual shall not, and shall cause its directors, officers or employees (and those of any First Mutual Subsidiary) or any of its subsidiariesRepresentative retained by it (or any Subsidiary) not to, initiate, solicit or encourage, directly or indirectlyindirectly through another Person, (i) solicit, initiate or encourage (including by way of furnishing information or assistance), or take any other action designed to facilitate or that is likely to result in, any inquiries or the making of any proposal or offer (includingthat constitutes, without limitationor is reasonably likely to lead to, any proposalAcquisition Proposal, (ii) provide any confidential information or data to any Person relating to any Acquisition Proposal, (iii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iv) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than Washington Federal or its affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the foregoing, or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that prior to the date of the First Mutual Meeting, if the First Mutual Board determines in good faith, after consulting with its outside legal and financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the First Mutual Board’s fiduciary duties under applicable law, First Mutual may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.08(a)(i) that the First Mutual Board determines in good faith constitutes a Superior Proposal (as defined below), subject to providing 48 hour prior written notice of its decision to take such action to Washington Federal and identifying the Person making the proposal and all the material terms and conditions of such proposal and compliance with Section 6.08(b), (1) furnish information with respect to itself and its Subsidiaries to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by First Mutual after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the Confidentiality Agreement are to Washington Federal, and (2) participate in discussions or negotiations regarding such a Superior Proposal. For purposes of this Agreement, the term “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatory application or notice (whether in draft or final form) or disclosure of an intention to do any of the foregoing from any Person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes 10% or more of the total revenues, net income, assets or deposits of First Mutual and its Subsidiaries taken as a whole, (x) direct or indirect acquisition or purchase of any class of Equity Securities representing 10% or more of the voting power of First Mutual or any of its Subsidiaries, (y) tender offer or exchange offeroffer that if consummated would result in any person beneficially owning 10% or more of any class of Equity Securities of First Mutual or (z) merger, consolidation, business combination, takeover recapitalization, liquidation, dissolution or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit transaction involving First Mutual or any of its subsidiaries Subsidiaries, other than the transactions contemplated by this Agreement. For purposes of this Agreement, the term “Superior Proposal” means any bona fide written proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of First Mutual Common Stock then outstanding or all or substantially all of First Mutual’s consolidated assets, which the First Mutual Board determines in good faith, after taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any such proposal or offer being hereinafter referred break-up fees, expense reimbursement provisions and conditions to as an "Acquisition Proposal"consummation), and after taking into account the advice of First Mutual’s financial advisor (which shall be a nationally recognized investment banking firm) orand outside counsel, except (i) is more favorable from a financial point of view to its stockholders than the Merger, (ii) is reasonably likely to be consummated on the terms set forth, and (iii) for which financing, to the extent legally required for required, is then committed or which, in the discharge by good faith judgment of the Board of Directors of its fiduciary dutiesFirst Mutual Board, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause is reasonably likely to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB obtained by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another such third party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summit.

Acquisition Proposals. Summit The Company agrees that neither Summit the Company nor any of its subsidiaries nor any of the respective officers and director directors of Summit the Company or its subsidiaries shall, and Summit the Company shall direct and use its best effort efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit the Company or any of its subsidiaries) not to, directly or indirectly initiate, solicit solicit, encourage or encourage, directly otherwise facilitate (including by providing any confidential information or indirectlydata to or having any negotiations or discussions with any person (other than Parent or its affiliates) making or inquiring with respect to making an Acquisition Proposal), any inquiries or the making of any proposal or offer (including, without limitation, any proposalproposal or offer to stockholders of the Company) with respect to a merger, tender offer or exchange offerreorganization, consolidationshare exchange, business combination, takeover consolidation or similar transactions other than transaction involving the Merger involvingCompany, or any purchase of all or any significant portion more than 15% (on a fair market value basis) of the assets of the Company and its subsidiaries on a consolidated basis (including any such purchase of assets effected indirectly through the purchase of such subsidiaries), or any purchase of, or tender offer for, more than 15% of any equity securities of, Summit or any of its subsidiaries the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or), except that the Company shall have the right, if, and only to the extent legally required for that, the discharge by the Company's Board of Directors concludes in good faith after consultation with outside legal counsel that such actions are required to comply with the fiduciary duties of its fiduciary dutiesthe Company's Board of Directors under applicable law in response to a bona fide, as advised by written opinion of counsel furnished Acquisition Proposal not solicited on or after the date hereof, to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit The Company will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit The Company will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this SectionSection 7.2. In addition, Summit The Company will notify UJB by telephone Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to its chief executive officer be initiated or general counsel promptly upon receipt of any inquiry continued with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit the Company or any of its subsidiaries subsidiaries. The Company also will promptly request each person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company to return all confidential information heretofore furnished to such person by or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to on behalf of the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitCompany.

Acquisition Proposals. Summit (a) The Company agrees that neither Summit nor any of (i) it and its subsidiaries nor any of the respective officers and director of Summit or directors shall not, (ii) the Company Subsidiaries and the Company Subsidiaries’ officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its subsidiaries shalland the Company Subsidiaries’ investment bankers, and Summit shall direct and use its best effort to cause its financial advisors, attorneys, accountants, employees, agents consultants or other agents, advisors or and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries“Representatives”) not toto (A) directly or indirectly, initiate, solicit or encourage, directly knowingly encourage or indirectly, facilitate any inquiries or the making making, submission or reaffirmation of any proposal or offer (including, without limitation, any proposal, with respect to a tender offer or exchange offer, consolidationmerger, reorganization, share exchange, consolidation or other business combinationcombination involving the Company and the Company Subsidiaries (or any of them) or any proposal or offer to acquire in any manner an equity interest representing a 20% or greater economic or voting interest in the Company, takeover or similar transactions the assets, securities or other ownership interests of or in the Company or any Company Subsidiary representing 20% or more of the consolidated assets, revenues or earnings of the Company and the Company Subsidiaries, other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJBor (B) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal or have any discussions with, execute or enter into any agreement, understanding, letter of intent or arrangement with respect to any Acquisition Proposal (other than a confidentiality agreement described below). Subject to Section 6.5(b), neither the Company nor its Board of Directors or any committee thereof shall recommend to its stockholders any Acquisition Proposal or approve any agreement in principle with any person relating respect to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of Notwithstanding the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken , nothing contained in this Section. In addition, Summit will notify UJB by telephone Agreement shall prevent the Company or its Board of Directors from (i) taking and disclosing to its chief executive officer stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summit.any

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any From the date hereof until the earlier to occur of the respective officers and director Closing Date or the termination of Summit or its subsidiaries shallthis Agreement pursuant to Section 9.1 hereof, and Summit the Company shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encouragenot, directly or indirectly, through any inquiries Significant Stockholder, officer, director, trustee, agent or otherwise participate in any discussions or negotiations regarding, or solicit, initiate or encourage the making of submission of, an Acquisition Proposal or furnish to any proposal Person any information for any purpose in connection with an Acquisition Proposal or offer (includingotherwise cooperate in any way with, without limitationor assist or participate in, facilitate or encourage, any proposaleffort or attempt by any other Person to do or seek to do any of the foregoing. The Company will (a) immediately notify Purchaser orally and in writing if any discussions or negotiations are sought to be initiated, tender offer any inquiry or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingproposal is made, or any purchase of all information is requested by any Person with respect to any Acquisition Proposal or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred which could lead to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, (b) immediately notify Purchaser of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or otherwise facilitate the request for information, and (c) in the event a third party makes a written offer or proposal to the Company with respect to any effort or attempt to make or implement an Acquisition Proposal, the Company will promptly send to Purchaser a copy of any such written offer or proposal, in each case (a)-(c) above, except and to the extent the Company was subject to a confidentiality obligation entered into prior to February 19, 2010 that prohibits such notification. Summit will The Company shall, and shall cause its officers, directors, employees, investment bankers, attorneys, accountants and other agents to, immediately cease and cause to be terminated any existing activitiesall discussions and negotiations that have taken place prior to the date hereof, discussion or negotiations if any, with any parties conducted heretofore Persons with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this SectionAcquisition Proposal. In addition, Summit will notify UJB by telephone the Company shall take all steps reasonably necessary to its chief executive officer enforce any existing standstill, non-solicitation, confidentiality or general counsel promptly upon receipt of other agreements between the Company and third parties relating to any inquiry with respect to a proposed Acquisition Proposal with another person and shall not terminate, waive or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, modify such agreements prior to the UJB officer notified as required above a copy Closing without the prior written consent of any document relating thereto promptly after any such document is received by Summitthe Purchaser.

Acquisition Proposals. Summit (a) The Company agrees that after the date hereof neither Summit it nor any of its subsidiaries nor any of the its respective officers and director directors or the officers and directors of Summit or any of its subsidiaries shall, and Summit it shall direct and use its all reasonable best effort efforts to cause its employeesemployees and agents, agents and representatives (including, without limitation, including any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit it or by any of its subsidiariessubsidiaries (collectively, its “Representatives”) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") , or, except to the extent legally that the board of directors of the Company determines, in good faith, after consultation with its outside financial and legal advisors, that such action is required in order for the discharge by board of directors of the Board of Directors of Company to comply with its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person Person relating to as an Acquisition Proposal, Proposal or otherwise facilitate any effort or attempt to implement or make or implement an Acquisition Proposal (and in any event, the Company shall not provide any confidential information or data to any Person in connection with an Acquisition Proposal unless such Person shall have executed a confidentiality agreement on terms at least as favorable as those contained in the Confidentiality Agreement). “Acquisition Proposal. Summit will immediately cease and cause to be terminated ” means any existing activities, discussion proposal or negotiations with any parties conducted heretofore offer with respect to the following involving the Company or any of its Significant Subsidiaries: (1) any merger, consolidation, share exchange, business combination or other similar transaction; (2) any sale, lease, exchange, pledge, transfer or other disposition of 25% or more of its consolidated assets or liabilities in a single transaction or series of transactions; (3) any tender offer or exchange offer for, or other acquisition of, 25% or more of the outstanding shares of its capital stock; or (4) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing. Summit will take , other than the necessary steps Merger provided for in this Plan.. Notwithstanding anything in this Plan to inform the individuals contrary, the Company shall (i) promptly (but in no event later than 24 hours) advise Parent, orally and in writing, of (x) the receipt by it (or entities any of the other persons referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt above) of any Acquisition Proposal, or any inquiry with respect which could reasonably be expected to a proposed lead to an Acquisition Proposal with another person Proposal, or receipt any material modification of a or material amendment to any Acquisition Proposal, or any request for nonpublic information from any governmental or regulatory authority with respect relating to a proposed acquisition of Summit the Company or any of its subsidiaries or assets for access to the properties, books or records of the Company or any subsidiary by another partyany Person or entity that informs the board of directors of the Company or any subsidiary that it is considering making, or has made, an Acquisition Proposal, (y) the material terms and conditions of such proposal or inquiry (whether written or oral) or modification or amendment to an Acquisition Proposal, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to (z) the UJB officer notified as required above a copy identity of the person making any such proposal or inquiry and (ii) keep Parent fully informed of the status and details of any document relating thereto promptly after such proposal or inquiry and any developments with respect thereto. The Company shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements in accordance with the terms thereof, and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such document is received by Summitprovisions authorizing any Person to make an Acquisition Proposal. “Significant Subsidiary” has the meaning ascribed to that term in Rule 1-02 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Acquisition Proposals. Summit The Company agrees that neither Summit the Company nor any of its subsidiaries nor any of the respective officers and director directors of Summit the Company or its subsidiaries shall, and Summit the Company shall direct and use its best effort efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit the Company or any of its subsidiaries) not to, initiate, continue, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposalproposal or offer to stockholders of the Company) or furnish any non-public information to any third party, tender offer or exchange offerwith respect to a merger, consolidation, business combination, takeover combination or similar transactions other than the Merger transaction involving, or any tender offer, exchange offer or other purchase of all or any significant portion of the assets or any equity securities of, Summit the Company or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by unless the Board of Directors of its the Company receives an unsolicited written offer with respect to a merger, consolidation or sale of all or substantially all of the Company's assets or an unsolicited tender or exchange offer for the Shares is commenced, which the Board of Directors of the Company determines in good faith (after receiving advice of independent legal counsel that such action is required for the discharge of their fiduciary duties, as advised by written opinion ) is more favorable to the stockholders of counsel furnished to UJBthe Company than the Offer (an "Alternative Transaction"), engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit The Company will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit The Company will take as promptly as reasonably practicable (and in any event within 24 hours) notify Purchaser (i) if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with the necessary steps to inform the individuals or entities referred to in the first sentence hereof Company, (ii) of its receipt of an acquisition proposal and (iii) of the obligations undertaken in this Sectionexistence of an Alternative Transaction. In additionPrior to furnishing nonpublic information to, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of entering into discussions or negotiations with, any inquiry with respect to a proposed Acquisition Proposal with another person other persons or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another partyentities, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summit.the

Acquisition Proposals. Summit agrees that neither Summit Neither the Company nor the Unitholders will, nor will either of them authorize or permit any of its subsidiaries nor any of the respective officers and director of Summit officer, director, employee, consultant or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, contractor or any investment banker, brokerattorney, financial accountant or investment advisor, attorney other agent or accountant retained by Summit Representative of the Company or any the Unitholders acting on either of its subsidiaries) not their behalf to, initiate, solicit or encourage, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit Immediately after the execution and delivery of this Agreement, each of the Company and the Unitholders will, and will immediately cause their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents and Representatives to, cease and cause to be terminated terminate any existing activities, discussion discussions or negotiations with any parties conducted heretofore with in respect to of any possible Acquisition Proposal and will promptly inform Holdings of the foregoingreceipt of any subsequent Acquisition Proposal. Summit Each of the Company and the Unitholders will take the all necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of this Section 5.1 of the obligations undertaken in this SectionSection 5.1. In addition“Acquisition Proposal” means an inquiry, Summit will notify UJB by telephone to offer or proposal regarding any of the following (other than the Contemplated Transactions) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale of Units or other equity interests or securities, (iii) any sale, lease, exchange, mortgage, pledge, Transfer or other disposition of all or any material portion of its chief executive officer assets in a single transaction or general counsel promptly upon receipt series of transactions; or (iv) any inquiry with respect to a proposed Acquisition Proposal with another person or receipt public announcement of a request for information from proposal, plan or intention to do any governmental or regulatory authority with respect to a proposed acquisition of Summit the foregoing or any agreement to engage in any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitforegoing.

Acquisition Proposals. Summit Trust Company agrees that neither Summit it nor any of its subsidiaries nor any of the respective officers and director of Summit officers, directors, agents, advisors or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiateaffiliates will, solicit or encourage, directly or indirectly, any encourage inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingproposals with respect to, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Trust Company or any proposal or offer to as acquire in any manner a substantial equity interest in, or a substantial portion of the assets or operations of, Trust Company, other than the transactions contemplated by this Agreement (any of the foregoing, an "Acquisition Proposal"); provided, that, if Trust Company is not otherwise in violation of this Section 6.04, the Trust Company Board may provide information to, and may engage in such negotiations or discussions with, a person, directly or through representatives relating to an Acquisition ProposalProposal and approve such Acquisition Proposal to its shareholders, if (1) the Trust Company Board, after having consulted with and considered the written advice of outside counsel to the Trust Company Board, has determined in good faith that the provision of such information or otherwise facilitate any effort the engaging in such negotiations or attempt discussions is required in order to make discharge properly the directors' fiduciary duties in accordance with the FBC and (2) Trust Company has received from such person a confidentiality agreement on substantially the same terms as entered into by FNBI or implement an Acquisition Proposalthe Bank. Summit will Trust Company also agrees immediately to cease and cause to be terminated any existing activities, discussion discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than FNBI and the Bank, with respect to any of the foregoing. Summit will take Trust Company shall promptly advise FNBI and the necessary steps to inform Bank on a current basis following the individuals or entities referred to in receipt by it of any Acquisition Proposal and the first sentence hereof substance thereof (including the identity of the obligations undertaken in this Section. In additionperson making such Acquisition Proposal), Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt and advise FNBI and the Bank of any inquiry developments with respect to a proposed such Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to promptly upon the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitoccurrence thereof.

Acquisition Proposals. Summit agrees that neither Summit PBI shall not, nor shall it authorize or knowingly permit any of its subsidiaries nor any of the respective officers and director of Summit officers, directors or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, employees or any investment banker, broker, financial or investment advisor, attorney attorney, accountant or accountant other representative retained by Summit or any of its subsidiaries) not it to, initiate, solicit solicit, encourage (including by way of furnishing information), or encourage, directly or indirectlytake any other action to facilitate, any inquiries or the making of any proposal which constitutes any Acquisition Proposal (as defined below), or offer enter into or maintain or continue discussions or negotiate with any person in furtherance of an Acquisition Proposal, or agree to or endorse any Acquisition Proposal, and PBI shall (unless it believes such notification could violate the PBI Board of Directors' fiduciary duties) notify NCBC as promptly as practicable, in reasonable detail, as to any inquiries and proposals which it or any of its representatives or agents may receive; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, (i) PBI may furnish or cause to be furnished confidential and non-public information concerning PBI and its businesses, properties or assets to a third party, (ii) PBI may engage in discussions or negotiations with a third party, (iii) following receipt of an Acquisition Proposal, PBI may take and disclose to its shareholders information about the proposal, including, without limitation, its position with respect to such Acquisition Proposal, and/or (iv) following receipt of an Acquisition Proposal, the PBI Board of Directors may withdraw or modify its recommendation of the Merger or terminate this Agreement, but in each event only if and to the extent that the PBI Board of Directors shall determine in good faith based on the written advice of counsel that such action is required for the Board of Directors to fulfill its fiduciary duties to the PBI shareholders. As used herein, the term "Acquisition Proposal" means: (x) any proposalacquisition or purchase of a significant amount of the assets PBI, or more than 20% of the equity interest in PBI or any take-over bid or tender offer (including an issuer bid or self tender offer) or exchange offer, consolidation, plan or arrangement, reorganization, consolidation, business combination, takeover sale of substantially all of the assets, sale of securities, recapitalization, liquidation, dissolution or similar transactions transaction involving PBI (other than the Merger involvingtransactions contemplated by this Agreement) or (y) any proposal, plan or intention to do any of the foregoing either publicly announced or communicated to PBI or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred agreement to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take The execution of this covenant and the necessary steps to inform the individuals or entities referred to in the first sentence hereof Stock Option Agreement by PBI constitutes a significant part of the obligations undertaken in material inducement for NCBC to enter into this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitAgreement.

Acquisition Proposals. Summit agrees that neither Summit nor Unless and until this Agreement shall have been terminated pursuant to Section 6.1 or Section 6.2, Total eMed shall not directly, or indirectly through any of its subsidiaries nor any of the respective officers and director of Summit officer, director, agent, employee or its subsidiaries shallrepresentative (each, and Summit shall direct and use its best effort to cause its employees, agents and representatives a "Representative") (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiariesi) not toencourage, initiate, solicit or encourageentertain, on or after the date hereof, any inquiries or the submission of any proposals or offers from any person relating to any merger, consolidation, sale of all or substantially all of its assets or similar business transaction involving Total eMed (each, an "Acquisition Transaction"); (ii) participate in any negotiations regarding, furnish to any other person any information with respect to, or otherwise assist or participate in, any attempt by any third party to propose or offer any Acquisition Transaction; (iii) enter into or execute any agreement relating to an Acquisition Transaction; or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any proposal or offer relating to an Acquisition Transaction, in each case other than with respect to the Merger. Total eMed will promptly (a) notify MDLI in writing if, on or after the date of this Agreement, it receives any proposal or written inquiry or written request for information in connection with an Acquisition Transaction or potential Acquisition Transaction and (b) notify MDLI in writing of the significant terms and conditions of any Acquisition Transaction or potential Acquisition Transaction including the identity of the party making an Acquisition Transaction. In addition, from and after the date of this Agreement, until the earlier to occur of the Effective time or termination of this Agreement pursuant to its terms, Total eMed will not, and will instruct its directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, make or authorize any inquiries public statement, recommendation or the making solicitation in support of any proposal Acquisition Transaction made by any person, entity or offer group (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitMDLI).

Acquisition Proposals. Summit (a) The Company agrees that that, except as expressly contemplated by this Agreement, neither Summit it nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries Subsidiaries shall, and Summit shall direct and use its best effort to cause its employeesinstruct their respective officers or directors, investment bankers, attorneys, accountants, financial advisors, agents and or other representatives not to (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiariesi) not to, initiate, solicit solicit, encourage or encourage, directly or indirectly, any inquiries or knowingly facilitate the making of any proposal Acquisition Proposal (as hereinafter defined) or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to ii) except as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJBpermitted below, engage in any negotiations concerningor discussions with, or provide furnish any confidential non-public 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 have 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 or an Acquisition Proposal that the 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 withor 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 enter into 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 agreement or agreement in principle with any person relating to as Person making an Acquisition Proposal, or otherwise facilitate any effort or attempt Proposal such information as may be necessary for the Board to make or implement an inform itself as to the material terms of the Acquisition Proposal. Summit Immediately after the execution and delivery of this Agreement, the Company and its Subsidiaries will, and will immediately instruct their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and cause to be terminated terminate any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingpossible Acquisition Proposal. Summit The Company agrees that it will take the necessary steps to promptly inform the individuals its officers, directors, investments bankers, attorneys, accountants, financial advisors, agents or entities referred to other representatives involved in the first sentence hereof transactions contemplated by this Agreement of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitSection 5.2(a).

Acquisition Proposals. Summit agrees that neither Summit nor any (a) HDI and each of its subsidiaries nor Subsidiaries, and each of their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants or other agents, advisors and representatives, will immediately cease any discussions or negotiations presently being conducted with respect to any Acquisition Proposal (as defined in Section 6.8(g)), discontinue access to any non-public information regarding HDI or its Subsidiaries being provided to any party in connection with any Acquisition Proposal and request the return or destruction of any such non-public information provided to any party in connection with any Acquisition Proposal prior to the date of this Agreement. HDI and its Subsidiaries will not and will use their reasonable best efforts to cause their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants or other agents, advisors and representatives not to, directly or indirectly (i) initiate, solicit or knowingly take any action to facilitate or encourage any inquiries with respect to, or the making of, any Acquisition Proposal, (ii) engage in any negotiations or discussions with, furnish any information or data to or enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement with any party relating to any Acquisition Proposal, (iii) withdraw or modify in any manner adverse to Nipro and the Acquisition Corporation the Recommendation or approve or recommend, or propose to approve or recommend, any Acquisition Proposal (a “Change in Recommendation”), (iv) subject to the provisions of Section 6.13, grant any waiver or release under any standstill or similar agreement with respect to acquisitions of Common Stock by any party, or (v) propose publicly or agree to do any of the respective officers and director of Summit foregoing related to any Acquisition Proposal. HDI will be responsible for any act or its subsidiaries shallomission by any director, and Summit shall direct and use its best effort to cause its employeesofficer, agents and representatives (including, without limitation, any investment banker, brokeremployee, financial or investment advisor, attorney attorney, accountants, consultant or accountant retained by Summit other agent, advisor or representative of HDI or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion Subsidiaries that would constitute a breach of the assets provisions of this Section 6.8 if taken or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause omitted to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB taken by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitHDI.

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any of the respective officers Company and director of Summit or its subsidiaries shall, and Summit each Subsidiary shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encouragenot, directly or indirectly, and shall instruct and otherwise use its best efforts to cause their respective officers, directors, employees, agents or advisors or other representatives or consultants not to directly or indirectly, solicit or initiate any inquiries proposals or offers relating to any Acquisition Proposal (as defined below). Company shall, unless the making Board of Directors of Company determines, in good faith, that the exercise of its fiduciary duties to Company shareholders under applicable law, as advised by outside counsel, prohibits the taking of such action, promptly advise Commerce orally and in writing of any request for information relating to, or of any, Acquisition Proposal, or any inquiry with respect to or which could lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry and the identity of the Person making any such request, Acquisition Proposal or inquiry. Company shall, unless the Board of Directors of Company determines, in good faith, that the exercise of its fiduciary duties to Company shareholders under applicable law, as advised by outside counsel, prohibits the taking of such action, keep Commerce fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. For purposes hereof, “Superior Proposal” shall mean any bona fide written Acquisition Proposal by a third party on terms determined in good faith by the Board of Directors of Company to be reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal and, if consummated to be more favorable to the shareholders of Company from a financial point of view than the Merger. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer (includingto acquire in any manner 15% or more of any class of equity securities of, without limitation, any proposal, tender offer or exchange offera merger, consolidation, business combination, takeover sale, recapitalization, liquidation, dissolution or other disposition or similar transactions other than the Merger involving, transaction involving 15% or any purchase of all or any significant portion more of the assets of, Company or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summit.Significant

Acquisition Proposals. Summit agrees that From the date of this Agreement until the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 hereof, neither Summit the Company nor any of its subsidiaries nor directors, officers, agents, employees, Affiliates or representatives will directly or indirectly: (i) solicit, encourage, initiate, entertain, substantively review or participate in any negotiations or discussions with respect to any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the Company, whether by purchase of assets, exclusive license, joint venture formation, purchase of stock, business combination or otherwise (an “Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Company and which the Company believes would be used for the purposes of formulating any Acquisition Proposal, (iii) assist, cooperate with, facilitate or encourage any Person to make any Acquisition Proposal (directly or indirectly), (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal, or (v) authorize or permit any of the respective officers and director Company’s representatives to take any such action. From the date of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any this Agreement until the earlier of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries the Closing Date or the making date this Agreement is terminated pursuant to Section 9.1 hereof, the Company shall notify Buyer promptly of any proposal or offer (includingformal or informal, without limitationoral, any proposal, tender offer written or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingotherwise), or any purchase of all inquiry or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle contact with any person relating to as an Person with respect thereto, regarding any Acquisition Proposal, or otherwise facilitate any effort or attempt such notice to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any include the identity of the foregoing. Summit will take Person proposing such Acquisition Proposal and the necessary steps to inform the individuals or entities referred to in the first sentence hereof terms thereof, and shall keep Buyer apprised, on a current basis, of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt status of any inquiry with respect to a proposed such Acquisition Proposal with another person or receipt and of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, modifications to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitterms thereof.

Acquisition Proposals. Summit agrees that neither Summit (a) The Company shall not, nor shall it authorize or knowingly permit any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit Company Subsidiary or any of its subsidiaries) not or their respective directors, officers or employees or any Representatives retained by it or any Company Subsidiary to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) solicit, initiate or knowingly encourage the making of any proposal Alternative Transaction Proposal or offer (includingii) other than with Parent, without limitationMerger Sub or their respective directors, officers, employees or Representatives, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information in connection with, any proposalAlternative Transaction Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if at any time prior to the receipt of the Company Stockholder Approval, the Company or any Company Subsidiary receives an Alternative Transaction Proposal, the Company and the Company Board (directly or through their Representatives) (i) may contact such Person and its advisors for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or is reasonably likely to lead to, a Superior Proposal, and (ii) if the Company Board determines in good faith after consultation with its legal and financial advisors that such Alternative Transaction Proposal is, or is reasonably likely to lead to, a Superior Proposal, the Company Board may (x) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Alternative Transaction Proposal (and its Representatives) pursuant to an executed confidentiality agreement on terms no more favorable, in the aggregate, to such Person than the terms of the Confidentiality Agreement; provided that (A) such confidentiality agreement shall permit the provision of all information to Parent that is contemplated or required by this Section 8.4 to be provided to Parent and (B) such confidentiality agreement shall include a standstill, except that (i) such standstill need not 49 prohibit the Person making such Alternative Transaction Proposal from making such Alternative Transaction Proposal to the Company Board in a confidential manner and (ii) such confidentiality agreement need not include a standstill to the extent that the Person making such Alternative Acquisition Proposal has commenced a tender offer or exchange offeroffer incorporating an Alternative Transaction Proposal; provided further, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase that a copy of all such information not previously provided to Parent (or any significant portion of the assets its Representatives) is provided to Parent as promptly as reasonably practicable (but in no event later than twenty-four (24) hours) after such information has been provided to such Person (or any equity securities of, Summit or any of its subsidiaries Representatives) and (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"y) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to Person making such Alternative Transaction Proposal (and its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any Representatives) regarding such document is received by SummitAlternative Transaction Proposal.

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any (a) From the date hereof until the earlier to occur of the respective officers Closing Date or the termination of this Agreement pursuant to Section 10.1 hereof, the Company and director of Summit or its subsidiaries shallthe Stockholders shall not, and Summit the Company shall direct and use its reasonable best effort efforts to cause its directors, officers, trustees, employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) investment bankers, attorneys or other advisors, agents or representatives not to, initiate, solicit or encourage, directly or indirectly, , participate in any inquiries discussions or negotiations regarding, or solicit, initiate or encourage the making of submission of, an Acquisition Proposal or furnish to any proposal Person any information for any purpose in connection with an Acquisition Proposal or offer (includingotherwise cooperate in any way with, without limitationor assist or participate in, facilitate or encourage, any proposaleffort or attempt by any other Person to do or seek to do any of the foregoing. The Company will (a) immediately notify Purchaser orally and in writing if any discussions or negotiations are sought to be initiated, tender offer any inquiry or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingproposal is made, or any purchase of all information is requested by any Person with respect to any Acquisition Proposal or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred which could lead to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, (b) immediately notify Purchaser of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or otherwise facilitate the request for information, and (c) in the event a third party makes a written offer or proposal to the Company with respect to any effort or attempt to make or implement an Acquisition Proposal, the Company will promptly send to Purchaser a copy of any such written offer or proposal. Summit will The Company and the Stockholders shall, and shall cause each of its respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, immediately cease and cause to be terminated any existing activitiesall discussions and negotiations that have taken place prior to the date hereof, discussion or negotiations if any, with any parties conducted heretofore Persons with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this SectionAcquisition Proposal. In addition, Summit will notify UJB by telephone the Company shall take all steps reasonably necessary to its chief executive officer enforce any existing standstill, non-solicitation, confidentiality or general counsel promptly upon receipt of other agreements between the Company and third parties relating to any inquiry with respect to a proposed Acquisition Proposal with another person and shall not terminate, waive or receipt modify such agreements prior to the Closing without the prior written consent of a request the Purchaser. The Company agrees that it shall be responsible for information from any governmental or regulatory authority with respect to a proposed acquisition breach of Summit this Section 6.7 by any of its directors, officers, trustees, employees, or any of its subsidiaries investment bankers, attorneys or assets other advisors, agents or representatives, as if the foregoing were parties to this Agreement and bound by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitthis Section 6.7.

Acquisition Proposals. Summit agrees (a) The Company shall not, shall cause its Subsidiaries not to, and shall not authorize or knowingly permit its Representatives to, directly or indirectly: (i) initiate, solicit, or knowingly encourage or knowingly facilitate any Acquisition Proposal or any inquiries, proposals or offers that neither Summit nor constitute, or would reasonably be expected to lead to, any of its subsidiaries nor Acquisition Proposal, (ii) enter into, continue, engage or participate in any discussions or negotiations with respect to any Acquisition Proposal, (iii) provide any non-public information, or afford access to the business, personnel, properties, assets, books or records of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit Company or any of its subsidiaries) not toSubsidiaries, initiate, solicit or encourage, directly or indirectly, to any inquiries or the making of any proposal or offer Person (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingParent, Purchaser, or any purchase designees of all Parent or Purchaser) in connection with any Acquisition Proposal, (iv) in connection with any Acquisition Proposal or any significant portion inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal, grant any waiver, amendment or release of the assets or under, or fail to enforce, any confidentiality, standstill or similar agreement (or any equity securities ofconfidentiality, Summit standstill or similar provision of any of its subsidiaries other Contract), (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"v) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement letter of intent, Contract, commitment or agreement in principle with any person relating respect to as an Acquisition Proposal, (vi) take any action or otherwise facilitate exempt any effort third party from the restriction on “business combinations” or attempt any similar provision contained in applicable Takeover Statutes or the Company Organizational Documents or grant a waiver under Section 203 of the DGCL; or (vii) resolve, propose or agree to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to do any of the foregoing. Summit will take the necessary steps to inform the individuals The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (A) immediately cease any solicitation, discussions, or entities referred to in the first sentence hereof negotiations with any Person (other than Parent, Purchaser, or any designees of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer Parent or general counsel promptly upon receipt of any inquiry Purchaser) with respect to a proposed any Acquisition Proposal with another person or receipt potential Acquisition Proposal, (B) promptly (but in no event later than two (2) Business Days following the date of a this Agreement) request for the return or destruction of all confidential information from provided by or on behalf of the Company or its Subsidiaries to any governmental such Person and (C) immediately terminate access to any physical or regulatory authority with respect electronic data rooms relating to a proposed acquisition of Summit or any of possible Acquisition Proposal. The Company and its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledgedRepresentatives may inform a Person that has made or, to the UJB officer notified as required above a copy knowledge of any document relating thereto promptly after any such document the Company, is received by Summitconsidering making an Acquisition Proposal of the provisions of this Section 6.3.

Acquisition Proposals. Summit (a) The Company agrees that neither Summit nor any of it shall not and shall cause its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallSubsidiaries not to, and Summit shall direct and use its reasonable best effort efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) Subsidiaries’ Representatives not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer (including, without limitation, from a Third Party relating to any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage enter into or participate in any negotiations concerningsubstantive discussion or negotiation with respect to, or provide any confidential information or data to any Person relating to, an Acquisition Proposal, (iii) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or have any discussions with, other similar Contract relating to an Acquisition Proposal or enter into any agreement Contract or agreement in principle with requiring the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby, (iv) take any person relating action to as make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a Third Party becoming an “interested shareholder” under, the PBCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition ProposalProposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or otherwise facilitate any effort of Parent’s Affiliates, under any such provisions) or attempt (v) resolve, propose or agree to make or implement an Acquisition Proposaldo any of the foregoing. Summit will The Company shall immediately cease and cause to be terminated any existing activitiessolicitation, discussion or negotiations negotiation with any parties Persons conducted heretofore prior to the execution of this Agreement by the Company, its Subsidiaries or any of the Company’s Representatives with respect to any Acquisition Proposal and shall promptly request the return or destruction of all confidential information provided by or on behalf of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit Company or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, Subsidiaries to such Person in connection with the consideration of any Acquisition Proposal to the UJB officer notified as required above a copy of any document relating thereto promptly after any extent that the Company is entitled to have such document is received by Summitdocuments returned or destroyed.

Acquisition Proposals. Summit agrees that neither Summit (a) The Company shall not, nor shall it authorize or knowingly permit any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit Company Subsidiary or any of its subsidiaries) not or their respective directors, officers or employees or any 48 Representatives retained by it or any Company Subsidiary to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) solicit, initiate or knowingly encourage the making of any proposal Alternative Transaction Proposal or offer (includingii) other than with Parent, without limitationMerger Sub or their respective directors, officers, employees or Representatives, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information in connection with, any proposalAlternative Transaction Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if at any time prior to the receipt of the Company Stockholder Approval, the Company or any Company Subsidiary receives an Alternative Transaction Proposal, the Company and the Company Board (directly or through their Representatives) (i) may contact such Person and its advisors for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or is reasonably likely to lead to, a Superior Proposal, and (ii) if the Company Board determines in good faith after consultation with its legal and financial advisors that such Alternative Transaction Proposal is, or is reasonably likely to lead to, a Superior Proposal, the Company Board may (x) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Alternative Transaction Proposal (and its Representatives) pursuant to an executed confidentiality agreement on terms no more favorable, in the aggregate, to such Person than the terms of the Confidentiality Agreement; provided that (A) such confidentiality agreement shall permit the provision of all information to Parent that is contemplated or required by this Section 8.4 to be provided to Parent and (B) such confidentiality agreement shall include a standstill, except that (i) such standstill need not prohibit the Person making such Alternative Transaction Proposal from making such Alternative Transaction Proposal to the Company Board in a confidential manner and (ii) such confidentiality agreement need not include a standstill to the extent that the Person making such Alternative Acquisition Proposal has commenced a tender offer or exchange offeroffer incorporating an Alternative Transaction Proposal; provided further, consolidationthat a copy of all such information not previously provided to Parent (or its Representatives) is provided to Parent as promptly as reasonably practicable (but in no event later than twenty-four (24) hours) after such information has been provided to such Person (or its Representatives) and (y) participate in discussions or negotiations with the Person making such Alternative Transaction Proposal (and its Representatives) regarding such Alternative Transaction Proposal. (b) The Company shall, business combinationand shall cause each Company Subsidiary to, takeover promptly request any Person that has executed a confidentiality or similar transactions other than non-disclosure agreement in connection with any actual or potential Alternative Transaction Proposal that remains in effect as of the Merger involving, date of this Agreement to return or destroy (in accordance with the terms of such confidentiality or non-disclosure agreement) all confidential information concerning the Company or any purchase of all or any significant portion of the assets Company Subsidiaries in the possession of such person or any equity securities of, Summit its Representatives. (c) The Company shall as promptly as reasonably practicable (and in no event later than twenty-four (24) hours after receipt) notify Parent in writing in the event that the Company or any of its subsidiaries Representatives receives an Alternative Transaction Proposal or a request for 49 information relating to the Company or the Company Subsidiaries that is, or is reasonably likely to lead to, an Alternative Transaction Proposal, including the identity of the Person making the Alternative Transaction Proposal and the material terms and conditions thereof (any including an unredacted copy of such proposal or offer being hereinafter referred to as an "Acquisition Proposal") Alternative Transaction Proposal or, except where such Alternative Transaction Proposal is not in writing, a description of the terms thereof). The Company shall keep Parent reasonably informed, on a reasonably current basis, as to the extent legally required for status of discussions or negotiations relating to such Alternative Transaction Proposal (including by promptly (and in no event later than twenty-four (24) hours after receipt) providing to Parent copies of any proposals, indications of interest, and/or draft agreements relating to such Alternative Transaction Proposal). The Company agrees that it and the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or Company Subsidiaries will not enter into any agreement with any Person subsequent to the date of this Agreement that prohibits the Company from providing any information to Parent in accordance with, or otherwise complying with, this Section 8.4. (d) The Company Board shall not (i) (A) change, qualify, withdraw or modify (or authorize or publicly propose to change, qualify, withdraw or modify), in any such case in a manner materially adverse to Parent, the Company Recommendation, (B) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to stockholders of the Company an Alternative Transaction Proposal, (C) if an Alternative Transaction Proposal that is a tender or exchange offer shall have been publicly announced or disclosed, fail to recommend against acceptance of such tender or exchange offer prior to the earlier of (1) the Business Day prior to the date of the then scheduled Company Stockholders’ Meeting and (2) the tenth (10th) Business Day after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act or (D) if an Alternative Transaction Proposal other than a tender offer or exchange offer shall have been publicly announced or disclosed, fail to recommend against such Alternative Transaction Proposal or fail to reaffirm the Company Recommendation, in either case on or prior to the later of (x) the fifth (5th) Business Day prior to the then scheduled Company Stockholders’ Meeting, or (y) the tenth (10th) Business Day after such Alternative Transaction Proposal shall have been publicly announced or disclosed (but in any event at least one (1) Business Day prior to such scheduled Company Stockholders’ Meeting) (any action described in this clause (i), an “Adverse Recommendation Change”), or (ii) authorize, cause or permit the Company or any Company Subsidiary to enter into any letter of intent, memorandum of understanding, agreement (including an acquisition agreement, merger agreement, joint venture agreement or other agreement) or agreement in principle with respect to any person relating Alternative Transaction Proposal (other than a confidentiality Agreement entered into in accordance with Section 8.4(a)). (e) Notwithstanding anything to as the contrary contained in this Agreement, prior to the Company Stockholders’ Meeting, but not after, the Company Board may, in response to a bona fide Superior Proposal that did not result from a breach of Section 8.4, (1) make an Acquisition Adverse Recommendation Change or (2) terminate this Agreement in accordance with Section 10.1(h) in order to enter into a definitive agreement for such Superior Proposal, in either case if and only if, prior to taking such action, the Company Board has determined in good faith, after consultation with its independent financial advisor and outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary 50 duties under Applicable Law; provided, however, that, prior to taking either such action, (w) the Company has given Parent at least three (3) calendar days’ prior written notice of its intention to take such action, including the terms and conditions of, and the identity of the Person making, any such Superior Proposal and has contemporaneously provided to Parent a copy of the Superior Proposal or otherwise facilitate any effort or attempt proposed acquisition agreements and a copy of any related financing commitments in the Company’s possession (or, in each case, if not provided in writing to make or implement an Acquisition Proposal. Summit will immediately cease the Company, a written summary of the terms thereof), (x) the Company has negotiated, and cause has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate and is actively negotiating, concerning any revisions to the terms of this Agreement proposed by Parent, (y) following the end of such notice period, the Company Board shall have determined, after consultation with its independent financial advisor and outside legal counsel, and after taking into account the revisions to the terms of this Agreement to which Parent has committed in writing, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal (assuming the revisions committed to by Parent were to be terminated given effect) and that the failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, and (z) in the event of any existing activities, discussion or negotiations with any parties conducted heretofore with respect change to any of the foregoing. Summit will take financial terms (including the necessary steps form, amount and timing of payment of consideration) or any other material terms of such Superior Proposal, the Company shall, in each case, have delivered to inform Parent an additional notice consistent with that described in clause (w) above of this proviso and a new notice period under clause (w) of this proviso shall commence (except that the individuals or entities three (3) calendar day notice period referred to in clause (w) above of this proviso shall instead be equal to the first sentence hereof longer of (1) two (2) calendar days and (2) the obligations undertaken in period remaining under the notice period under clause (w) of this Section. In addition, Summit will notify UJB by telephone proviso immediately prior to its chief executive officer or general counsel promptly upon receipt the delivery of any inquiry such additional notice under this clause (z)) during which time the Company shall be required to comply with the requirements of this Section 8.4(e) anew with respect to a proposed Acquisition Proposal such additional notice, including clauses (w) through (z) above of this proviso; and provided, further, that the Company has complied in all material respects with another person or receipt of a request for information from its obligations under this Section 8.4. (f) Notwithstanding anything to the contrary contained in this Agreement, other than in connection with an Alternative Transaction Proposal, the Company Board may, at any governmental or regulatory authority time prior to, but not after, obtaining the Company Stockholder Approval, make an Adverse Recommendation Change if, prior to taking such action, the Company Board has determined in good faith, after consultation with respect its independent financial advisor and outside legal counsel, that the failure to a proposed acquisition of Summit or any take such action would be inconsistent with the Company Board’s fiduciary duties under Applicable Law; provided, however, that prior to taking such action, (i) the Company has given Parent at least three (3) calendar days’ prior written notice of its subsidiaries or assets by another partyintention to take such action, and will immediately deliver as soon as possible by facsimile transmissionspecifying in reasonable detail the potential reasons therefor, receipt acknowledged(ii) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the UJB officer notified extent Parent wishes to negotiate and so long as required above Parent is actively negotiating, to enable Parent to propose revisions to the terms of this Agreement such that it would cause such Company Board to not make such Adverse Recommendation Change, and (iii) following the end of such notice period, the Company Board shall have taken into account any revisions to the terms of this Agreement 51 proposed in writing by Parent, and shall have determined, after consultation with its independent financial advisor and outside legal counsel, that the failure to make an Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under Applicable Law; and provided, further, that the Company has complied in all material respects with its obligations under this Section 8.4. (g) Notwithstanding anything to the contrary contained herein, the Company or the Company Board shall be permitted to comply with Rule 14d-9, 14e-2 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; provided that this Section 8.4(g) shall not be deemed to permit the Company Board or any committee of the Company Board to effect an Adverse Recommendation Change except as provided for in Section 8.4(e) and Section 8.4(f). Notwithstanding anything to the contrary contained herein, the Company Board shall be permitted to waive any “standstill” provision (but not take any actions contemplated by clauses (x) or (y) of clause (ii) of the second sentence of Section 8.4(a), except in compliance with such Section) to the extent, but only to the extent, necessary to permit a copy of any document relating thereto promptly Person to make an Alternative Transaction Proposal to the Company Board in a confidential manner, if and only if the Company Board shall have determined in good faith, after any such document is received by Summit.consultation with its independent financial advisor and outside legal counsel, the failure to so waive would be inconsistent with the directors’ fiduciary duties under Applicable Law. Section 8.5

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any of (a) From the respective officers and director of Summit or its subsidiaries shalldate hereof until the Effective Time or, if earlier, the date on which this Agreement is terminated in accordance with Article IX, the Company shall not, and Summit shall direct and use its best effort to cause its Subsidiaries and its and their respective officers, directors, employees, agents and representatives (including, without limitation, including any investment bankerbankers, broker, financial attorneys or investment advisor, attorney or accountant accountants retained by Summit it or any of its subsidiariesSubsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of providing information) the making submission of any proposal inquiries, proposals or offer offers (including, without limitationwhether firm or hypothetical) that constitute or may reasonably be expected to lead to, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in have any negotiations concerning, discussions with or provide any confidential information or data toto any person relating to an Acquisition Proposal, or have engage in any discussions withnegotiations concerning an Acquisition Proposal, (iii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iv) approve or recommend, or publicly propose to approve or recommend, or 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 Acquisition Proposal, (v) enter into any agreement or agreement in principle with any person relating requiring, directly or indirectly, the Company to as an Acquisition Proposalabandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or otherwise facilitate any effort (vi) propose or attempt agree to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to do any of the foregoing. Summit will take Notwithstanding the necessary steps to inform the individuals or entities referred to foregoing provisions of this Section 7.4(a), in the first sentence hereof event that the Company receives an unsolicited bona fide written Acquisition Proposal and the Company’s board of directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, the Company may, and may permit its Subsidiaries and its and their officers, directors, employees, agents and representatives to, prior to (but not after) the date of the obligations undertaken Company Stockholders Meeting, (A) take any action described in this Section. In additionclause (ii) above and (B) to the extent permitted by and in compliance with Section 9.1(h), Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt authorize the execution of any inquiry a definitive agreement with respect to a proposed Acquisition Proposal with another person or receipt Superior Proposal, in each case to the extent that its board of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any directors concludes in good faith (after receiving the advice of its subsidiaries outside counsel) that it is required to take such actions in order to comply with its fiduciary duties under applicable Law; provided, however, that prior to providing (or assets by another partycausing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, the Company shall have entered into a written confidentiality agreement with such third party on terms no less favorable to the UJB officer notified as required above a copy of Company than the Confidentiality Agreement; and provided, further, that the Company shall promptly provide Acquiror with any document relating thereto promptly after any non-public information concerning the Company or its Subsidiaries provided to such document is received by Summitperson which was not previously provided to Acquiror (or its representatives).

Acquisition Proposals. Summit agrees that neither Summit nor any of (a) From the date hereof until the Effective Time or, if earlier, the date on which this Agreement is terminated in accordance with Article IX, the Company shall not, shall cause its subsidiaries nor any of the Subsidiaries and its and its Subsidiaries’ respective directors, officers and director of Summit employees not to and shall not authorize or permit its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not Subsidiaries respective other Representatives to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of providing information) the making submission of any proposal inquiries, proposals or offer offers (including, without limitation, any proposal, tender offer whether firm or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, hypothetical) or any purchase of all other efforts or attempts that constitute or may reasonably be expected to lead to any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in have any discussions or negotiations concerning, with or provide any confidential information or data toto any person relating to an Acquisition Proposal, or have engage in any discussions withnegotiations concerning an Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (iv) approve or recommend, or propose to approve or recommend, or 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 Acquisition Proposal, (v) enter into any agreement or agreement in principle with any person relating requiring, directly or indirectly, the Company to as an Acquisition Proposalabandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or otherwise facilitate any effort (vi) propose or attempt agree to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to do any of the foregoing. Summit will take Notwithstanding the necessary steps foregoing provisions of this Section 7.4(a), prior to inform obtaining the individuals or entities referred to Company Stockholder Approval, but not after, in the first sentence event that the Company receives after the date hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed an unsolicited bona fide written Acquisition Proposal and the Company Board concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, the Company may, and may permit its Subsidiaries and its and their directors, officers, employees and Representatives, to take any action described in clause (ii) above if the Company Board, after consultation with another person its outside legal advisors, determines in good faith that failure to take such action is more likely than not to result in a violation of its fiduciary duties under applicable Law; provided, however, that prior to providing (or receipt causing to be provided) any confidential information or data permitted to be provided pursuant to this 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 Confidentiality Agreement and the Company shall promptly provide to Parent an executed copy of such confidentiality agreement (provided that the standstill in such confidentiality agreement need not prohibit the recipient thereunder from making any Acquisition Proposal of a request for information from any governmental type that could constitute or regulatory authority with respect result in a Superior Proposal or preclude discussions or negotiations related to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitAcquisition Proposal); and provided, further, that the Company shall promptly (and in any event within 24 hours) provide Parent with any non-public information concerning the Company or its Subsidiaries provided to such person which was not previously provided to Parent (or its Representatives).

Acquisition Proposals. Summit The Company agrees that neither Summit nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallit shall not, and Summit shall direct and use its best effort to cause its employeesSubsidiaries and its and its Subsidiaries' officers, agents directors, agents, advisors and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) affiliates not to, initiate, solicit or encourage, directly or indirectly, any encourage inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingproposals with respect to, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle 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 as 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 28 33 Agreement (any of the foregoing, an "Acquisition Proposal"); provided, that, if the Company is not otherwise in violation of this Section 6.06, the Company Board may provide information to, and may engage in such negotiations or otherwise facilitate any effort discussions with, a person, directly or attempt 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 make or implement an Acquisition Proposaldischarge 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. Summit will The Company also agrees immediately to cease and cause to be terminated any existing activities, discussion discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror or the Bank, with respect to any of the foregoing. Summit will take The Company shall promptly (within 24 hours) advise the necessary steps to inform Acquiror following the individuals or entities referred to in receipt by it of any Acquisition Proposal and the first sentence hereof substance thereof (including the identity of the obligations undertaken in this Section. In additionperson making such Acquisition Proposal), Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt and advise the Acquiror of any inquiry developments with respect to a proposed such Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to upon the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summit.occurrence thereof. 6.07

Acquisition Proposals. Summit agrees that neither Summit nor (a) Without limiting any of its subsidiaries nor any of other obligations under this Agreement, the respective Company agrees that it and its Subsidiaries and the officers and director directors of Summit or it and its subsidiaries shallSubsidiaries shall not, and Summit that it shall direct and use its reasonable best effort efforts to cause its the Company and the Company Subsidiaries’ Affiliates, employees, agents and representatives (including, without limitation, including any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit it or any of its subsidiariesthe Company Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) initiate, solicit, entertain, encourage or the making facilitate (including by way of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as furnishing information) an "Acquisition Proposal", (ii) orenter into, except to the extent legally required for the discharge by the Board of Directors of its fiduciary dutiesconsider, as advised by written opinion of counsel furnished to UJB, engage continue or otherwise participate in or pursue in any manner any discussions or negotiations concerningregarding, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with to any person relating to as to, an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, or otherwise cooperate in any way with, any Acquisition Proposal (iii) approve or recommend, or propose publicly 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, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree to do any of the foregoing. Summit The Company will (x) immediately cease and cause to be terminated any existing all activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal, other than the Merger and (y) notify the Parent immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals foregoing (whether solicited or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitunsolicited).

Acquisition Proposals. Summit The Company agrees that neither Summit nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallit shall not, and Summit shall direct and use its best effort to cause its employees, agents Subsidiaries and its and its Subsidiaries' representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any encourage inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingproposals with respect to, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle 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 as 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 "Acquisition Proposal"); provided that nothing contained in this Agreement shall prevent the Company Board from (i) making any disclosure to its stockholders if, in the good faith judgment of the Company Board, failure so to disclose would be inconsistent with its obligations under applicable law; (ii) before the date of the Company Meeting, providing (or authorizing the provision of) information to, or engaging in (or authorizing) 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; or (iii) recommending such an Acquisition Proposal to its stockholders if and only to the extent that, in the case of actions referred to in clause (ii) or (iii), (x) such Acquisition Proposal is a Superior Proposal, (y) the Company Board, after having consulted with and considered the advice of outside counsel to the Company Board, determines in good faith that providing such information or otherwise facilitate engaging in such negotiations or discussions, or making such recommendation is required in order to discharge the directors' fiduciary duties to the Company and its stockholders in accordance with the DGCL and (z) the Company receives from such person a confidentiality agreement substantially in the form of the Confidentiality Agreement. For purposes of this Agreement, a "Superior Proposal" means any effort Acquisition Proposal by a third party on terms that the Company Board determines in its good faith judgment, after receiving the advice of its financial advisors, to be materially more favorable from a financial point of view to the Company and 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 the Acquiror at least two business days to respond to such third-party Acquisition Proposal once the Board has notified the Acquiror that in the absence of any further action by the Acquiror it would consider such Acquisition Proposal to be a Superior Proposal, and then taking into account any amendment or attempt modification to make or implement an Acquisition Proposalthis Agreement proposed by the Acquiror. Summit will The Company also agrees immediately to cease and cause to be terminated any existing activities, discussion discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any of the foregoing. Summit will take The Company shall promptly (within one business day) advise the necessary steps to inform Acquiror following the individuals or entities referred to in receipt by it of any Acquisition Proposal and the first sentence hereof material terms thereof (including the identity of the obligations undertaken in this Section. In additionperson making such Acquisition Proposal), Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt and advise the Acquiror of any inquiry developments (including any change in such terms) with respect to a proposed such Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or promptly upon the occurrence thereof. The Company agrees that neither it nor any of its subsidiaries Subsidiaries shall terminate, amend, modify or assets by another waive any provision of or release any of its rights under any confidentiality or standstill agreement to which it is a party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged. The Company shall enforce, to the UJB officer notified as required above a copy fullest extent permitted under applicable law, the provisions of any document relating thereto promptly such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. Nothing contained in this Section 6.06 or any other provision of this Agreement will prohibit the Company or the Company Board from notifying any third party that contacts the Company on an unsolicited basis after any such document is received by Summitthe date hereof concerning an Acquisition Proposal of the Company's obligations under this Section 6.06.

Acquisition Proposals. Summit agrees that (a) Subject to Section 5.2(b) and Section 5.2(c), neither Summit the Company nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries Subsidiaries shall, and Summit nor shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit the Company or any of its subsidiaries) not Subsidiaries authorize or permit any of their Representatives to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate or take any inquiries action to knowingly facilitate or knowingly encourage, whether publicly or otherwise, the making submission of any proposal inquiries, proposals or offer (includingoffers that constitute, without limitationor would reasonably be expected to lead to, any proposalAlternative Transaction (an “Acquisition Proposal”), tender offer (ii) enter into or exchange offerparticipate in any discussions or negotiations, consolidation, business combination, takeover or similar transactions other than furnish any information relating to the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit Company or any of its subsidiaries (Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any such proposal of its Subsidiaries, or offer being hereinafter referred to as an "otherwise knowingly cooperate with any Acquisition Proposal", (iii) ormake a Change of Recommendation, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or (iv) enter into any agreement or agreement, agreement in principle with any person principle, letter of intent, term sheet or other similar instrument relating to an Alternative Transaction (other than an Acceptable Confidentiality Agreement as an Acquisition Proposalpermitted by this Section 5.2), or otherwise facilitate (v) amend, terminate or release any effort third party from the confidentiality, standstill or attempt similar provisions of any agreement to make which the Company or implement an Acquisition Proposalany of its Subsidiaries is a party; provided, that the Company shall be permitted to take any of the actions described in the foregoing clause (v) if the Company determines in good faith after consultation with outside legal counsel, that a failure of the Company to take such action could reasonably be expected to be inconsistent with the fiduciary duties of the Company Board. Summit will Subject to Section 5.2(b) and Section 5.2(c), the Company shall, and shall cause each of its Subsidiaries and direct its Representatives to immediately cease and cause to be terminated any existing activitiessolicitation, discussion or negotiations negotiation with any parties Persons conducted heretofore by the Company, its Subsidiaries or any of their Representatives with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitAlternative Transaction.

Acquisition Proposals. Summit agrees that neither Summit (a) Neither the Company nor any of its subsidiaries nor any Subsidiary of the respective officers Company shall (and director the Company shall not authorize the Representatives of Summit the Company or its subsidiaries shallany Company Subsidiary to), and Summit shall direct and use its best effort directly or indirectly through any other Person, (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or take any other action designed to cause its employeesknowingly facilitate any Acquisition Proposal, agents and representatives (includingor afford access to the properties, without limitation, any investment banker, broker, financial books or investment advisor, attorney or accountant retained by Summit records of the Company or any of its subsidiariesSubsidiaries to any Person or group in connection with any Acquisition Proposal, or (ii) not toparticipate in or initiate discussions or negotiations concerning any Acquisition Proposal; provided, initiatehowever, solicit that nothing contained in this Section 5.4 or encourageany other provision hereof shall prohibit the Company, directly or indirectly, any inquiries the Company Board or the making of any proposal or offer Special Committee from (including, without limitation, any proposal, A) taking and disclosing to the Company's stockholders a position with respect to a tender offer or exchange offeroffer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, consolidationor (B) making such disclosure to the Company's stockholders as, business combinationin the good faith judgment of the Company Board or the Special Committee, takeover after taking into account advice from outside counsel, is required under applicable Law, provided that the Company may not, except as permitted by Section 5.4(c), withdraw or similar transactions other than modify, or propose to withdraw or modify, its position with respect to the Merger involvingor approve or recommend, or propose to approve or recommend any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any letter of intent, agreement in principal or agreement in principle with concerning any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit Upon execution of this Agreement, the Company will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Summit will take Notwithstanding the necessary steps foregoing, prior to inform the individuals or entities referred to in the first sentence hereof affirmative receipt of the obligations undertaken in this Section. In additionRequired Company Vote and the Additional Vote, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for the Company may furnish information from any governmental or regulatory authority with respect to a proposed acquisition of Summit concerning it or any Company Subsidiary to any third party Person or group pursuant to customary confidentiality agreements, and may negotiate and participate in discussions and negotiations with such Person or group concerning a Superior Proposal if: (x) such Superior Proposal shall not have resulted from a breach by the Company of the provisions of this Section 5.4(a)), and (y) the Company Board or the Special Committee concludes in good faith, after having taken into account the advice of its subsidiaries outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary obligations of the Company Board or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, the Special Committee to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitCompany's stockholders under applicable Law.

Acquisition Proposals. Summit agrees From and after the date hereof until the earlier of the termination of this Agreement or the Effective Time, the Company will, and will cause its officers, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that neither Summit may be ongoing with respect to an Alternative Acquisition Proposal (as defined below). The Company will not, nor will it authorize or permit any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, employees or any investment banker, broker, financial or investment advisor, attorney attorney, accountant or accountant other representative retained by Summit or any of its subsidiaries) not it to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate or encourage, or knowingly take any other action (except as required by 15 Pa. C.S.A. Section 1508(b)) to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Alternative Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Alternative Acquisition Proposal; provided, however, that if the Board of Directors of the Company determines in good faith, after consultation with and based upon the written advice of outside counsel to the Company, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in respect to an Alternative Acquisition Proposal that was not solicited or initiated by the Company, participate in discussions or negotiations regarding such Alternative Acquisition Proposal. "Alternative Acquisition Proposal" means any bona fide proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger transactions contemplated by this Agreement) from a third party with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of of, all or any significant portion substantially all of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for Company. In the discharge by event that the Board of Directors of the Company determines in good faith, after consultation with and based upon the written advice of outside counsel to the Company, that it is necessary to do so in order to comply with its fiduciary dutiesduties to the Company's stockholders under applicable law, the Board of Directors of the Company may approve or recommend a Superior Proposal (as advised by written opinion of counsel furnished defined below) or terminate this Agreement (and concurrently with or after such termination, if it so chooses, cause the Company to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any acquisition agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any Superior Proposal), but in each case only at a time that is not less than three business days following Purchaser's receipt of written notice that the Board of Directors of the foregoingCompany has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal. Summit will take For purposes of this Agreement, a "Superior Proposal" means any bona fide fully financed written Acquisition Proposal made by a third party the necessary steps to inform terms of which the individuals or entities referred to in the first sentence hereof Board of Directors of the obligations undertaken Company determines in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt good faith judgment (based on the advice of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, financial advisor to the UJB officer notified as Company of nationally recognized reputation) to be more favorable to the Company's stockholders from a financial point of view than the transactions contemplated hereby and for which any required above a copy of any document relating thereto promptly after any such document financing is received by Summitcommitted.

Acquisition Proposals. Summit agrees that neither Summit nor any From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallSubsidiaries shall not, and Summit the Company shall direct instruct and use its best effort commercially reasonable efforts to cause its employeesSubsidiaries and its representatives, agents and representatives not to (includinga) solicit, without limitation, any investment banker, broker, financial initiate or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage participate in any negotiations concerningwith any Person with respect to, or provide any confidential non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or have afford to any discussions withPerson access to the business, properties, assets or enter into personnel of the Company or any agreement or agreement of the Company’s Subsidiaries in principle connection with any person relating to as an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (c) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state, or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. Summit will From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and shall use its commercially reasonable efforts to cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and cause to be terminated any existing activities, discussion or terminate all discussions and negotiations with any parties conducted heretofore Persons that may be ongoing with respect to any of Acquisition Proposal (other than Acquiror and its representatives). From and after the foregoing. Summit will take date hereof, the necessary steps to inform the individuals Company shall promptly notify Acquiror if any Person makes any written proposal, offer or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed an Acquisition Proposal and provide Acquiror with another person or receipt a description of a request for information from any governmental or regulatory authority the material terms and conditions thereof to the extent that such disclosure would not result in breach of the Company’s confidentiality obligations that are in existence as of the date hereof. Subject to Section 6.1, the Company and its Subsidiaries and their respective representatives shall not be restricted pursuant to this Section 6.6 with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, actions taken in connection with (1) the Pre-Closing Restructuring and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, (2) preliminary discussions with potential financing sources related to the UJB officer notified as required above a copy arrangement of financing in order to facilitate the consummation of the transactions contemplated by this Agreement or for the financing of the Acquiror following the Closing; provided, that no non-public information and no material terms of any document relating thereto promptly after such investment or other similar substantive information, in each case, whether in writing or orally, shall be provided to any Person in connection with such actions without (i) providing Acquiror with prior written notice and (ii) the existence of a confidentiality agreement between the parties. The Company shall keep Acquiror reasonably informed of any such document is received by Summitdiscussions and information furnished to any Person pursuant to this Section 6.6.

Acquisition Proposals. Summit agrees that Subject to the fiduciary duties of the Board of Directors of the Corporation, as advised by outside counsel, neither Summit nor any of its subsidiaries nor the Corporation, any of the respective officers and director of Summit or its subsidiaries Corporation Subsidiaries nor any Partnership shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, take (nor shall the Corporation, Corporation Subsidiaries or any Partnerships authorize or permit their respective officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents or affiliates, to take) any action to (i) encourage, solicit or initiate the submission of any Acquisition Proposal (defined below), (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposalAcquisition Proposal. The Corporation will promptly communicate to Acquiror any solicitation by or of the Corporation and the terms of any proposal or inquiry, tender offer including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, or exchange offerof any such information requested from it or of any such negotiations or discussions being sought to be initiated with it. "Acquisition Proposal" shall mean any proposed (a) merger, consolidation or similar transaction involving the Corporation, (b) sale, lease or other disposition directly or indirectly by merger, consolidation, business combinationshare exchange or otherwise of assets of the Corporation, takeover the Corporation Subsidiaries or similar transactions other than the Merger involvingPartnerships representing 15% or more of the consolidated assets of the Corporation, the Corporation Subsidiaries and the Partnerships, (c) issue, sale, or any purchase other disposition of all (including by way of merger, consolidation, share exchange or any significant portion similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) in a transaction or series of transactions representing 15% or more of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any voting power of the foregoing. Summit will take the necessary steps to inform the individuals Corporation or entities referred to (D) transaction in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summit.which

Acquisition Proposals. Summit (a) The Company agrees that neither Summit nor any of it shall not and shall cause its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallSubsidiaries not to, and Summit shall direct and use its reasonable best effort efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) Subsidiaries’ Representatives not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer (including, without limitation, from a Third Party relating to any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal", (ii) or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage enter into or participate in any negotiations concerningsubstantive discussion or negotiation with respect to, or provide any confidential information or data to any Person relating to, an Acquisition Proposal, (iii) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or have any discussions with, other similar Contract relating to an Acquisition Proposal or enter into any agreement Contract or agreement in principle with requiring the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby, (iv) take any person relating action to as make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a Third Party becoming an “interested shareholder” under, the PBCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition ProposalProposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or otherwise facilitate any effort of Parent’s Affiliates, under any such provisions) or attempt (v) resolve, propose or agree to make or implement an Acquisition Proposaldo any of the foregoing. Summit will The Company shall immediately cease and cause to be terminated any existing activitiessolicitation, discussion or negotiations negotiation with any parties Persons conducted heretofore prior to the execution of this Agreement by the Company, its Subsidiaries or any of the Company’s Representatives with respect to any Acquisition Proposal and shall promptly request the return or destruction of all confidential information provided by or on behalf of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit Company or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, Subsidiaries to such Person in connection with the consideration of any 47 Acquisition Proposal to the UJB officer notified as required above a copy of any document relating thereto promptly after any extent that the Company is entitled to have such document is received by Summitdocuments returned or destroyed.

Acquisition Proposals. Summit agrees that neither Summit nor any From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallSubsidiaries shall not, and Summit the Company shall direct and use instruct its best effort to cause its employeesrepresentatives, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, directly or indirectly: (a) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerningwith any Person with respect to, or provide any confidential non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or have afford to any discussions withPerson access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (b) execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle with principle, or any person other arrangement or agreement relating to as an Acquisition Proposal, (c) grant any waiver, amendment or release under any confidentiality agreement in connection with an Acquisition Proposal or the anti-takeover laws of any state, (d) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal, or (e) agree or otherwise facilitate any effort commit to enter into or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to engage in any of the foregoing. Summit will take The Company also agrees that immediately following the necessary steps to inform execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall instruct any of its or its Subsidiaries’ respective Affiliates, directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants) to, cease any solicitations, discussions or negotiations with any Person (other than the individuals parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental that would reasonably be expected to lead to, or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another partyresult in, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitan Acquisition Proposal.

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any From and after the execution of the respective officers and director Merger Agreement until the earlier of Summit the Effective Time or the date, if any, on which the Merger Agreement is terminated in accordance with its subsidiaries terms, (i) Steinway shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any each of its subsidiaries) not directors, officers, representatives and subsidiaries to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activitiessolicitation of, or discussions or negotiations with, any third party relating to any Competing Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Competing Proposal and (ii) Steinway shall request that each third party that has previously executed a confidentiality or similar agreement in connection with its consideration of a Competing Proposal promptly return to Steinway or destroy any non-public information previously furnished or made available to such third party or any of its representatives by or on behalf of Steinway or its representatives in accordance with the terms of the confidentiality agreement in place with such third party. Steinway shall, as promptly as reasonably practicable, and in any event within one business day of receipt by Steinway or any of its representatives of any Competing Proposal or any inquiry or request that could reasonably be expected to lead to any Competing Proposal, (i) deliver to Parent a written notice setting forth: (a) the identity of the third party making such Competing Proposal, inquiry or request and (b) the material terms and conditions of any such Competing Proposal (it being understood that price per share shall be considered a material term of any such Competing Proposal) and (ii) deliver to Parent unredacted copies of all proposed transaction documents received by Steinway or any of its representatives from any such third party or its representatives relating to any such Competing Proposal, including any financing commitments (including redacted fee letters) relating thereto. Steinway shall keep Parent reasonably informed of any material amendment or modification of any such Competing Proposal, inquiry or request on a prompt basis, and in any event within two business days thereof. Except as expressly permitted by the Merger Agreement, Steinway shall not, shall cause its directors, officers and subsidiaries not to, and shall cause each of its representatives and its subsidiaries’ representatives not to, from the execution of the Merger Agreement until the earlier of the Effective Time or the date, if any, on Table of Contents which the Merger Agreement is terminated in accordance with its terms, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry by, discussion with, or offer or request from any third party that constitutes, or could reasonably be expected to lead to, a Competing Proposal, (ii) engage in any discussions or negotiations with (other than to state they are not permitted to engage in discussions or negotiations), or furnish any parties conducted heretofore with respect non-public information relating to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit Steinway or any of its subsidiaries to, or assets by another partyafford access to the books or records of Steinway or its subsidiaries to, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledgedany third party that, to the UJB officer notified knowledge of Steinway, is seeking to make, or has made, a Competing Proposal, (iii) approve, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an acceptable confidentiality agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”) or (iv) otherwise knowingly facilitate an effort or attempt to make a Competing Proposal. At any time after the execution of the Merger Agreement and prior to the Offer Closing, Steinway or its board of directors, directly or indirectly through its representatives, may (i) furnish nonpublic information to any third party making a Competing Proposal (provided, however, that prior to so furnishing such information, Steinway has entered into an acceptable confidentiality agreement with such third party and previously provided such information to Parent) and (ii) engage in discussions or negotiations with such third party with respect to the Competing Proposal, in each case if: (a) such third party has submitted a bona fide written Competing Proposal that did not result from a breach of the Merger Agreement and that the board of directors of Steinway, or any duly authorized committee thereof, determines in good faith, after consultation with its financial and legal advisors, constitutes, or could reasonably be expected to lead to, a Superior Proposal and (b) the board of directors of Steinway, or any duly authorized committee thereof, determines in good faith, after consultation with legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law. Except as required above expressly permitted by this paragraph, neither the board of directors of Steinway nor any committee thereof shall (i) withhold, withdraw, qualify or modify, or publicly propose to withhold, withdraw, qualify or modify, in a copy manner adverse to Parent or Purchaser, the Company Recommendation or fail to include the Company Recommendation in the Schedule 14D-9 or (ii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Competing Proposal (any of the actions described in the preceding clauses (i) and (ii) an “Adverse Recommendation Change”) or (iii) cause or permit Steinway or any of its subsidiaries to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in the Merger Agreement, at any time prior to the Offer Closing, the board of directors of Steinway shall be permitted (i) to terminate the Merger Agreement pursuant to its terms to enter into a definitive agreement with respect to a Superior Proposal that did not result from a breach of the Merger Agreement, subject to compliance with the terms and conditions of the Merger Agreement, if the board of directors of Steinway (a) has received a Competing Proposal that, in the good faith determination of the board of directors of Steinway, constitutes, a Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by Parent and Purchaser pursuant to the Merger Agreement, and (b) determines in good faith, after consultation with its legal advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, or (ii) to effect an Adverse Recommendation Change described in clause (i) of such definition, if the board of directors of Steinway determines in good faith, after consultation with its legal advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law. Steinway shall not be entitled to effect an Adverse Recommendation Change or to terminate the Merger Agreement with respect to a Superior Proposal unless (i) Steinway has provided prior written notice at least three full business days in advance (and does not take action until after 12:01 a.m. on the day following such third full business day) (a “Notice of Superior Proposal”) to Parent and Purchaser that Steinway intends to take such action and describing the material terms and conditions of the Superior Proposal that is the basis of such action (including the identity of the third party and unredacted copies of all proposed transaction documents, including any financing commitments, including redacted fee letters relating thereto), (ii) during the three business day period following Table of Contents Parent’s and Purchaser’s receipt of the Notice of Superior Proposal, Steinway shall, and shall cause its representatives to, negotiate with Parent and Purchaser in good faith (to the extent Parent and Purchaser desire to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement and the Commitment Letters so that such Superior Proposal ceases to constitute a Superior Proposal, and shall provide to Parent a brief summary of any document relating thereto promptly material terms of the Superior Proposal not provided to Steinway in writing, (iii) following the end of the three business day period, the board of directors of Steinway shall have determined in good faith, after consultation with its legal and financial advisors and taking into account any changes to the Merger Agreement and the Commitment Letters proposed in writing by Parent and Purchaser in response to the Notice of Superior Proposal or otherwise, that the Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal and (iv) in the event of any material amendment to the financial terms or any other material amendment of such document Superior Proposal, a new Notice of Superior Proposal shall have been provided by Steinway to Parent and Steinway shall be required to comply again with the requirements of this paragraph, except that references to the three business day period above shall be deemed to be references to a two business day period; provided, that Steinway has complied in all material respects with its obligations under this paragraph; provided, further, that any purported termination of the Merger Agreement in connection with a Superior Proposal shall be void and of no force or effect unless Steinway pays Parent the Termination Fee prior to or concurrently with such termination. The Merger Agreement provides that nothing contained in the provisions described in this section “—Acquisition Proposals” is received deemed to prohibit Steinway from complying with its disclosure obligations under applicable laws with regard to a Competing Proposal (including taking and disclosing to its stockholders any position contemplated by Summit.Rule 14d-9 or Rule 14e-2), and that a mere “stop, look and listen” disclosure in compliance with Rule 14d-9(f) of the Exchange Act does not violate the provisions described above. For purposes of this Offer to Purchase:

Acquisition Proposals. Summit agrees that neither Summit nor (a) Until this Agreement has been terminated in accordance with Section 7.1 (and the payments, if any, required to be made in connection with such termination pursuant to Section 7.2(b) have been made), Company shall not, and shall not authorize or permit any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallAffiliates to, and Summit shall direct and use its best effort to cause its and its Affiliates’ officers, directors, employees, agents consultants, representatives and representatives other agents, including investment bankers, attorneys, accountants and other advisors (includingcollectively, without limitationthe “Representatives”), any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, (1) encourage (including by way of furnishing or disclosing information), solicit, initiate, make or facilitate the making of, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or offer (including, without limitationmay reasonably be expected to lead to, any proposalAcquisition Proposal (including by taking any action after the date of this Agreement that would make Section 203 of the DGCL inapplicable to any Acquisition Proposal), tender offer (2) participate in any way in discussions or exchange offernegotiations with, consolidationor furnish or disclose any information to, business combinationany Person (other than Parent or any of its Subsidiaries) in connection with any Acquisition Proposal, takeover (3) release or permit the release of any Person from, or waive or permit the waiver of any provisions of, or otherwise fail to exercise its rights under, any confidentiality, standstill or similar transactions other than agreement to which Company is a party or under which Company has any rights with respect to the Merger involving, divestiture of the voting securities or any purchase of all or any significant material portion of the assets or of Company (except for any equity securities of, Summit such agreement with Parent or any of its subsidiaries Subsidiaries), (any such proposal 4) effect a Change in Company Recommendation, (5) approve or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerningrecommend, or provide propose to approve or recommend, any confidential information Acquisition Proposal or data to, or have any discussions with, or (6) enter into any agreement, letter of intent, agreement-in-principle, acquisition agreement or agreement in principle with any person other instrument contemplating or otherwise relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any of Notwithstanding the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of at any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, time prior to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document time that the Company Requisite Stockholder Vote is received by Summit.obtained, Company and the Representatives may:

Acquisition Proposals. Summit From the Execution Date until the earlier of the Effective Time or the termination of this Agreement pursuant to Article 7, Company agrees that neither Summit it nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries directors shall, and Summit that it shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, including any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiariesit) not to, initiate, solicit or encourageto not, directly or indirectly, initiate or solicit or take any action designed to encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to (includinga) a sale of, without limitationor issuance of stock of Company (except for the conversion or exercise of previously issued Equity Interests set forth on Company Disclosure Schedule), any proposal(b) a merger, tender offer or exchange offerreorganization, share exchange, consolidation, business combination, takeover recapitalization, liquidation, dissolution, or similar transactions other than the Merger involvingtransaction involving Company, or (c) any purchase or sale (or exclusive license, or non-exclusive license outside the Ordinary Course of Business) of all or any significant portion of the Company’s business or assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors ”). Company further agrees that neither it nor any of its fiduciary dutiesofficers and directors shall, as advised and that it shall direct and cause its employees, agents and representatives (including any investment banker, attorney or accountant retained by written opinion of counsel furnished it) to UJBnot, directly or indirectly, have any discussion with or provide any Confidential Information or data to any Person (other than Parent and its Affiliates) relating to an Acquisition Proposal (other than to respond to any inquiry proposal or offer by indicating that Company is not interested in an Acquisition Proposal and without providing further information), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement concerning an Acquisition Proposal. Summit Company agrees that it will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties party (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Proposal and will not waive any rights under any confidentiality agreements entered into with any such party. If Company receives any written proposal from a third party concerning an Acquisition Proposal, Company shall promptly (in any event within two (2) business days of receiving such proposal) provide such proposal to Parent and inform Parent in writing and in reasonable detail regarding any related matters pertaining to such Acquisition Proposal, including any subsequent oral or written communications and the foregoingidentity of such third party. Summit If Company receives any proposal not in writing from a third party concerning an Acquisition Proposal, Company shall promptly (in any event within two (2) business days of receiving such proposal) provide a reasonably detailed written summary of such proposal including all of its terms and conditions to Parent and inform Parent in writing and in reasonable detail regarding any related matters pertaining to such Acquisition Proposal, including any subsequent oral or written communications and the identity of such third party. Company agrees that it will take the necessary steps to promptly inform the individuals or entities Persons referred to in the first sentence hereof of this Section 5.3 of their obligations under this Section 5.3. Subject to applicable law, or as necessary to consummate the obligations undertaken in Merger and the transactions contemplated hereby, Company shall not disclose to any Person the fact that it has entered into this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitAgreement.

Acquisition Proposals. Summit The Company agrees that neither Summit nor any of its subsidiaries nor any of the respective officers and director of Summit or its subsidiaries shallit shall not, and Summit that it shall direct and use its best effort efforts to cause its directors, officers, employees, agents and representatives (including, without limitation, including any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiariesit) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer (includingwith respect to a merger, without limitationreorganization, any proposalshare exchange, tender offer or exchange offer, consolidation, business combination, takeover consolidation or similar transactions other than the Merger transaction involving, or any purchase of all or any significant portion substantially all of the assets of the Company or any more than 10% of the outstanding equity securities of, Summit or any of its subsidiaries the Company (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”). The Company further agrees that it shall not, and that it shall direct and use its best efforts to cause its directors, officers, employees, agents and representatives (including any financial advisor, attorney or accountant retained by it) ornot to, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJBdirectly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person Person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its disclosure obligations under federal or state law; (B) at any time prior to the earlier of (x) forty-five (45) days after the date hereof, (y) the Company Meeting or (z) the date the Company Shareholder Approval is obtained (the “Section 6.05 Date”), 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 restrictive to such third party than the Confidentiality Agreement is with respect to Parent; (C) at any time prior to the Section 6.05 Date, engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) at any time prior to the Section 6.05 Date, recommending any definitive agreement resulting from such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company has not breached its obligations under Section 6.05 and the Company Board reasonably determines (after consultation with outside legal counsel) that the failure to take such action would breach, or would reasonably be expected to breach, the Company Board’s fiduciary duties under applicable law, (ii) in each such case referred to in clause (B), (C) or (D), such Acquisition Proposal includes sufficient information for the Company Board to reasonably conclude that (x) it is a Superior Proposal (as defined below), (y) the Person making the Acquisition Proposal has the financial and other resources and has the legal and regulatory ability to complete the proposed transaction, and (z) the Acquisition Proposal will not be subject to any material contingency other than those contained in this Agreement, (iii) in each such case referred to in clause (C) or (D) above, the Company Board reasonably determines (after consultation with its advisors) that such Acquisition Proposal, if accepted, 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 would, if consummated, result in a transaction in which the Company’s shareholders would receive greater consideration per share than the Merger (any such more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”), and (iv) in such case as referred to in clause (D) above, the Company provides Parent the opportunity to propose modifications to this Agreement in response to such Superior Proposal, negotiates in good faith with respect thereto with Parent for five (5) Business Days and the Company Board determines (after consultation with its advisor and taking into account any proposed modifications to this Agreement) that the Acquisition Proposal remains a Superior Proposal. Summit The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingAcquisition Proposals. Summit The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this SectionSection 6.05 and that it will use its reasonable best efforts to prevent any action by the directors or officers of the Company that are inconsistent with, or in violation of, the provisions of this Section 6.05. In addition, Summit The Company agrees that it will notify UJB by telephone Parent promptly, but in no event later than the second (2nd) 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 its chief executive officer be initiated or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit or continued with, any of its subsidiaries representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or assets by another partyoffer and thereafter shall keep Parent informed, on a regular basis, of changes in the status and will immediately deliver terms of any such proposals or offers and the status of any such discussions or negotiations. The Company shall provide Parent with at least 48 hour notice, or such lesser notice as soon as possible by facsimile transmission, receipt acknowledged, provided to the UJB officer notified as required above a copy Company Board, prior to any meeting of the Company Board in which the taking of any document relating thereto promptly after action referred to in this Section 6.05 may be considered or in which any such document is received by SummitAcquisition Proposal or Superior Proposal may be considered.

Acquisition Proposals. Summit agrees that neither Summit nor Any offer or proposal by any of its subsidiaries nor Person or group concerning any of tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the respective officers and director of Summit or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit Company or any of its subsidiaries) not toSubsidiaries or divisions of any of the foregoing, initiate, solicit or encourageany proposal or offer to acquire in any manner, directly or indirectly, any inquiries more than a thirty percent (30%) equity interest in, or more than thirty percent (30%) of the making of any proposal or offer (includingconsolidated assets of, without limitationthe Company and its Subsidiaries, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than pursuant to the Merger involvingtransactions contemplated by this Agreement, or any purchase of all or any significant portion of is hereby defined as an "ACQUISITION PROPOSAL". Unless this Agreement is terminated, the assets or any equity securities ofCompany shall not, Summit or and shall not permit any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data Subsidiaries to, permit any of their respective officers, directors, affiliates, representatives or have agents to, directly or indirectly, (a) take any discussions withaction to solicit, initiate or enter into encourage any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate (b) participate in any discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to make or implement facilitate an Acquisition Proposal. Summit will immediately From and after the date hereof, the Company and its Subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, the Company and its Affiliates shall cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to doing any of the foregoing. Summit will take Notwithstanding the necessary steps to inform foregoing, the individuals Company or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In additionany such Persons may, Summit will notify UJB by telephone to its chief executive officer directly or general counsel promptly upon receipt of any inquiry with respect indirectly, subject to a proposed Acquisition Proposal with another person or receipt of confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information from or access made incident to an unsolicited written Acquisition Proposal setting forth a Superior Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any governmental written Superior Proposal made after the date hereof, not recommend shareholder approval of the Merger and terminate this Agreement as provided in Section 9.1(g) (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or regulatory authority encouraged such Acquisition Proposal), if the board of directors of the Company shall have determined in its good faith judgment based upon the written opinion of outside counsel reasonably acceptable to the Buyer (which shall in any event include Brooks Pierce McLendon Humphrey & Leonard, L.L.P.) that failing to taxx xxxx xxxxxn xxxxx xxxxxxx xxe dxxxxxxxs' fiduciary duties under applicable law. Unless this Agreement has been terminated, the board of directors of the Company shall notify the Buyer immediately if any Acquisition Proposal is received by the Company, or if any information is requested from, or if any requests for negotiations or discussion is sought to be initiated or continued with respect the Company or any such Person and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal, information request, negotiations or discussions and shall keep the Buyer promptly advised of all Material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Unless this Agreement has been terminated, neither the Company nor any of its Subsidiaries shall waive or modify any provisions contained in any confidentiality agreement entered into relating to a proposed possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of Summit the Company or any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by SummitAffiliates.

Acquisition Proposals. Summit agrees that neither Summit Neither the Company nor the Stockholders will, nor will any of its subsidiaries nor them authorize or permit any of the respective officers and director of Summit officer, director, employee, consultant or its subsidiaries shall, and Summit shall direct and use its best effort to cause its employees, agents and representatives (including, without limitation, contractor or any investment banker, brokerattorney, financial accountant or investment advisor, attorney other agent or accountant retained by Summit Representative of the Company or any of its subsidiaries) not the Stockholders acting on any of their behalf to, initiate, solicit or encourage, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Summit Immediately after the execution and delivery of this Agreement, each of the Company and the Stockholders will, and will immediately cause its officers, directors, employees, investment bankers, attorneys, accountants and other agents and Representatives to, cease and cause to be terminated terminate any existing activities, discussion discussions or negotiations with any parties conducted heretofore with in respect to of any possible Acquisition Proposal and will promptly inform Parent of the foregoingreceipt of any subsequent Acquisition Proposal. Summit Each of the Company and the Stockholders will take the all necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of this Section 6.1 of the obligations undertaken in this SectionSection 6.1. In addition“Acquisition Proposal” means an inquiry, Summit will notify UJB by telephone to offer or proposal regarding any of the following (other than the Contemplated Transactions) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale of shares of capital stock or other equity interests or securities; (iii) any sale, lease, exchange, mortgage, pledge, Transfer or other disposition of all or any material portion of its chief executive officer assets in a single transaction or general counsel promptly upon receipt series of transactions; or (iv) any inquiry with respect to a proposed Acquisition Proposal with another person or receipt public announcement of a request for information from proposal, plan or intention to do any governmental or regulatory authority with respect to a proposed acquisition of Summit the foregoing or any agreement to engage in any of its subsidiaries or assets by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitforegoing.

Acquisition Proposals. Summit agrees that neither Summit nor any (a) From and after the date hereof until the Effective Time or, if earlier, the termination of its subsidiaries nor any of this Agreement in accordance with Article VII, the respective officers and director of Summit or its subsidiaries shallSpecial Committee shall not, and Summit the Special Committee shall direct and use its reasonable best effort efforts to cause its employeesinvestment bankers, agents attorneys and other advisors and representatives (includingcollectively, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries“Representatives”) not to, and the Company shall not at the request of the Special Committee require any of the officers or employees of the Company to, (i) initiate, solicit or encourage, directly or indirectly, knowingly encourage any inquiries inquiry or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as that constitutes an "Acquisition Proposal", (ii) orengage in, except to the extent legally required for the discharge by the Board of Directors of its fiduciary dutiesenter into, as advised by written opinion of counsel furnished to UJB, engage continue or otherwise participate in any discussions or negotiations concerningwith any Person with respect to, or provide any confidential non-public information or data concerning the Company or its Subsidiaries to any Person relating to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise facilitate (iii) enter into any effort acquisition agreement, merger agreement or attempt similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement (other than a customary confidentiality agreement) relating to make or implement an Acquisition ProposalProposal (an “Alternative Acquisition Agreement”). Summit will From and after the date hereof, the Company shall, and shall use its reasonable best efforts to cause its Representatives to, immediately (x) cease and cause to be terminated any existing activitiessolicitation, discussion encouragement, discussions or negotiations with any parties conducted heretofore Person that may be ongoing with respect to any Acquisition Proposal or a potential Acquisition Proposal, (y) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal and (z) request that any such Person and its Representatives promptly return or destroy all confidential information concerning the Company and its Subsidiaries theretofore furnished thereto by or on behalf of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or general counsel promptly upon receipt of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit Company or any of its subsidiaries or assets by another partySubsidiaries, and will immediately deliver as soon as possible destroy all analyses and other materials prepared by facsimile transmissionor on behalf of such Person that contain, receipt acknowledgedreflect or analyze such information, in each case in accordance with the applicable confidentiality agreement between the Company and such Person. The Company shall not grant any waiver, amendment or release under any confidentiality, standstill or similar agreement (or terminate or fail to enforce such agreement) unless the UJB officer notified as required above Special Committee determines in good faith (after consultation with its outside counsel) that a copy of failure to take any document relating thereto promptly after any such document is received by Summitaction would be inconsistent with the directors’ duties under applicable Law.

Acquisition Proposals. Summit agrees that neither Summit nor any of its subsidiaries nor any From the date hereof until the earlier to occur of the respective officers Closing Date or the termination of this Agreement pursuant to Article 8 hereof, the Group Companies and director of Summit or its subsidiaries shallSeller shall not, and Summit the Group Companies shall direct and use its reasonable best effort efforts to cause its directors, officers, trustees, employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) investment bankers, attorneys or other advisors, agents or representatives not to, initiate, solicit or encourage, directly or indirectly, participate in any inquiries discussions or the making of any proposal or offer (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involvingnegotiations regarding, or any purchase of all solicit, initiate or any significant portion of encourage the assets or any equity securities submission of, Summit an Acquisition Proposal or furnish to any Person any information in furtherance of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, or otherwise assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make do or implement seek to do any of the foregoing. Each of the Group Companies and Seller will (a) promptly notify Buyer orally and by email if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested by any Person with respect to any Acquisition Proposal or proposal which could lead to an Acquisition Proposal, (b) promptly notify Buyer of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the request for information, and (c) in the event a third party makes a written offer or proposal to Seller with respect to any Acquisition Proposal, Seller will promptly send to Buyer a copy of any such written offer or proposal. Summit will immediately Each of the Group Companies and Seller shall, and shall cause each of their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and cause to be terminated any existing activitiesall discussions and negotiations that have taken place prior to the date hereof, discussion or negotiations if any, with any parties conducted heretofore Persons with respect to any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this SectionAcquisition Proposal. In addition, Summit will notify UJB each of the Group Companies and Seller shall take all commercially reasonable steps that are necessary to enforce any existing standstill, non-solicitation, confidentiality or other agreements between any of the Group Companies and/or Seller and third parties relating to any Acquisition Proposal, and shall not terminate, waive or modify such agreements prior to the Closing without the prior written consent of Buyer. Each of the Group Companies and Seller agrees that it shall be, jointly and severally, responsible for any breach of this Section 4.5 by telephone to its chief executive officer or general counsel promptly upon receipt any of any inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or regulatory authority with respect to a proposed acquisition of Summit it or any of its subsidiaries respective directors, officers, employees, or assets any of its respective Affiliates, as if the foregoing were parties to this Agreement and bound by another party, and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the UJB officer notified as required above a copy of any document relating thereto promptly after any such document is received by Summitthis Section 4.5.