Common use of Agreement of Affiliates Clause in Contracts

Agreement of Affiliates. Source has disclosed in Section 8.12 of ----------------------- the Source Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of Source for purposes of Rule 145 under the 1933 Act. Source shall use its reasonable efforts to cause each such Person to deliver to NDC not later than 30 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Source Common Stock or Source Preferred Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of NDC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. NDC shall be entitled to place restrictive legends upon certificates for shares of NDC Common Stock issued to affiliates of Source pursuant to this Agreement to enforce applicable provisions of Law. NDC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of NDC Common Stock by such affiliates.

Agreement of Affiliates. Source Mutual has disclosed in Section 8.12 of ----------------------- the Source Mutual Disclosure Memorandum all Persons each Person whom it reasonably believes is may be deemed an "affiliate" of Source Mutual for purposes of Rule 145 under the 1933 Act. Source Mutual shall use its reasonable efforts to cause each such Person to deliver to NDC UPC not later than 30 days after prior to the date of this AgreementEffective Time, a written agreement, in substantially in the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Source Mutual Common Stock or Source Preferred Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of NDC UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. NDC thereunder (and UPC shall be entitled to place restrictive legends upon certificates for shares of NDC UPC Common Stock issued to affiliates of Source Mutual pursuant to this Agreement to enforce applicable the provisions of Lawthis Section 8.12). NDC UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of NDC UPC Common Stock by such affiliates.

Agreement of Affiliates. Source BSB has disclosed in Section 8.12 7.12 of ----------------------- the Source BSB Disclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" of Source BSB for purposes of Rule 145 under the 1933 Act. Source BSB shall use its reasonable efforts to cause each such Person to deliver to NDC Republic not later than 30 days after prior to the date of this AgreementEffective Time, a written agreement, in substantially in the form of Exhibit 31, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Source BSB Common Stock or Source Preferred Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of NDC Republic Common Stock to be received by such Person upon consummation of the Merger Share Exchange except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. NDC thereunder and Republic shall be entitled to place restrictive legends upon certificates for shares of NDC Republic Common Stock issued to affiliates of Source BSB pursuant to this Agreement to enforce applicable the provisions of Lawthis Section 7.12. NDC Republic shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of NDC Republic Common Stock by such affiliates.

Agreement of Affiliates. Source North Xxxxxx has disclosed in Section 8.12 8.10 ----------------------- of ----------------------- the Source North Xxxxxx Disclosure Memorandum all Persons whom it reasonably --------------------- believes is an "affiliate" of Source North Xxxxxx for purposes of Rule 145 under the 1933 Act. Source North Xxxxxx shall use its reasonable efforts to cause each such Person to deliver to NDC Premier and North Xxxxxx, not later than 30 thirty (30) days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 31, providing that such Person will not sell, pledge, transfer, transfer or --------- otherwise dispose of the shares of Source North Xxxxxx Common Stock or Source Preferred Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of NDC Premier Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. NDC Premier shall be entitled to place restrictive legends upon certificates for shares of NDC Premier Common Stock issued to affiliates Affiliates of Source North Xxxxxx pursuant to this Agreement to enforce applicable the provisions of Lawthis Section 8.10. NDC Premier shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of NDC Premier Common Stock by such affiliatesAffiliates.

Agreement of Affiliates. Source Frontstep has disclosed in Section 8.12 of ----------------------- the Source Frontstep Disclosure Memorandum all Persons whom it reasonably believes is an "“affiliate" ” of Source Frontstep for purposes of Rule 145 under the 1933 Securities Act. Source Frontstep shall use its reasonable efforts to cause each such Person to deliver to NDC MAPICS not later than 30 10 days after the date of this Agreement, a written agreement, in substantially in the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Source Frontstep Common Stock or Source Preferred Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of NDC MAPICS Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Securities Act and the rules and regulations thereunder. NDC MAPICS shall be entitled to place restrictive legends upon certificates for shares of NDC MAPICS Common Stock issued to affiliates of Source Frontstep pursuant to this Agreement to enforce applicable the provisions of Lawthis Section 8.12. NDC MAPICS shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Securities Act for the purposes of resale of NDC MAPICS Common Stock by such affiliates.