Common use of Amendment, Extension and Waiver Clause in Contracts

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholders, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementSafety Fund), the parties hereto may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Safety Fund, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Safety Fund's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated Merger, whether before or after approval thereof by this Agreementthe stockholders of Market or Peoples, the parties may (a) amend this AgreementAgreement and the Agreement of Merger, (b) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of the transactions contemplated Merger by this Agreement by Innes Street's shareholdersthe stockholders of Market or Peoples, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement or the Agreement of Merger which reduces modifies either the amount or changes the form of the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreementstockholders of Market. This Agreement and the Agreement of Merger may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementRegal Bancorp), the parties Parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party any other Party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Regal Bancorp, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which that reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Regal Bancorp’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties Parties hereto. Any agreement on the part of a party Party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such partyParty, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementFirst Priority), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of First Priority and Mid Penn, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value or changes the form of the consideration to be delivered to Innes Street First Priority’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated Merger, whether before or after approval thereof by this Agreementthe stockholders of ESB and PHSB, the parties may (a) amend this AgreementAgreement and the Agreement of Merger, (b) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of the transactions contemplated Merger by this Agreement by Innes Street's shareholdersthe stockholders of PHSB, there may not be, without further approval of such shareholdersstockholders, any amendment or waiver of this Agreement or the Agreement of Merger which reduces modifies either the amount or changes the form of the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreementstockholders of PHSB. This Agreement and the Agreement of Merger may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementABNJ), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions A-50 contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of ABNJ, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street ABNJ’s shareholders hereunder other than as contemplated by pursuant to this Agreement, except as provided in Section 3.5 hereof. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementLegacy or BHLB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Legacy or BHLB (as applicable), there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces decreases or increases the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street Legacy’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementGLB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of GLB, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street GLB’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementYardville), the parties hereto by action taken or authorized by their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Yardville, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Yardville’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V and VI hereof or otherwise; providedotherwise provided that any amendment, however, that extension or waiver granted or executed after any approval shareholders of the transactions contemplated by First Home have approved this Agreement by Innes Street's shareholders, there may shall not be, without further approval of such shareholders, any amendment of this Agreement which reduces modify either the amount or changes the form of the consideration to be delivered provided hereby to Innes Street holders of First Home Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders hereunder other than as contemplated by this Agreementof First Home without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementPremier), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Premier, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Premier's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementHNC), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of HNC, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street HNC’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementLIFC), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of LIFC, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by LIFC's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementHRB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of HRB, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street HRB's shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementMFI), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of MFI, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by MFI's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementSeller), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Seller, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Seller's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article X may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementSeller), the parties hereto may (a) amend this Agreementagreement, (b) extend the time for the performance of any of the obligations or other acts of either any party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of the transactions contemplated by this Agreement and the Transactions contemplated hereby by Innes Street's shareholdersthe stockholders of Seller, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Seller's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementVSB Bancorp), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of VSB Bancorp, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by VSB Bancorp’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementWilliam Penn and Mid Penn), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of William Penn and Mid Penn, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value or changes the form of the consideration to be delivered to Innes Street William Penn’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V and VI hereof or otherwise; provided, howeverprovided that any amendment, that extension or waiver granted or executed after any approval shareholders of the transactions contemplated by FLC or Patriot have approved this Agreement by Innes Street's shareholders, there may shall not be, without further approval of such shareholders, any amendment of this Agreement which reduces modify either the amount or changes the form of the consideration to be delivered provided hereby to Innes Street holders of FLC Common Stock or Patriot Common Stock upon consummation of the Consolidation, change any terms of the articles of Holding Company or otherwise materially adversely affect the shareholders hereunder other than as contemplated by this Agreementof FLC or Patriot without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated Merger, whether before or after approval thereof by this Agreementthe stockholders of Advance, the parties may (a) amend this AgreementAgreement and the Agreement of Merger, (b) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of the transactions contemplated Merger by this Agreement by Innes Street's shareholdersthe stockholders of Advance, there may not be, without further approval of such shareholdersstockholders, any amendment or waiver of this Agreement or the Agreement of Merger which reduces modifies either the amount or changes the form of the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreementstockholders of Advance. This Agreement and the Agreement of Merger may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementRome), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Rome, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street Rome’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementRoma Financial), the parties Parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Roma Financial, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street Roma Financial’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties Parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementCheviot Financial), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Cheviot Financial, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Cheviot Financial’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementBoardwalk Bancorp), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Boardwalk Bancorp, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Boardwalk Bancorp’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementFox Chase), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Fox Chase and Univest, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value or changes the form of the consideration to be delivered to Innes Street Fox Chase’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementSynergy), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Synergy, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Synergy’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementColonial Financial), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Colonial Financial, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Colonial Financial’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementLNB Bancorp), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of LNB Bancorp, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by LNB Bancorp’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementVIST), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of VIST, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street VIST’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementBeacon Federal), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Beacon Federal, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces decreases the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street Beacon Federal’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article X may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementHopewell Valley), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Hopewell Valley, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Hopewell Valley’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable lawlaw and as may be authorized by their respective Boards of Directors, at any time prior to the consummation of the transactions contemplated by this AgreementAgreement or termination of this Agreement in accordance with the provisions of Section 8.01 hereof, whether before or after approval thereof by the stockholders of either party, the parties may Buyer and the Seller may, (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise(other than Section 6.01) hereof; providedPROVIDED, howeverHOWEVER, that after any approval of the transactions contemplated by this Agreement by Innes Streetthe Seller's shareholdersor the Buyer's stockholders, there may not be, without further approval of such shareholdersstockholders, any amendment amendment, extension or waiver of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders the stockholders of the Seller hereunder other than as contemplated expressly provided by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementBSFI), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of BSFI, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by BSFI’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementFSBI), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of FSBI, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by FSBI’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementSBBX), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of SBBX, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street SBBX’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable lawLaw, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementRBPI), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of RBPI, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street RBPI’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementDCB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of DCB, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street DCB’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementSandwich), the parties hereto may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Sandwich, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Sandwich's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect re spect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementGuaranty Financial), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Guaranty Financial, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street Guaranty Financial’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementAlliance), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Alliance, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street Alliance’s shareholders hereunder other than as contemplated by or Option holders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an Back to Contents instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable lawlaw and as may be authorized by their respective Boards of Directors, at any time prior to the consummation of the transactions contemplated by this AgreementAgreement or termination of this Agreement in accordance with the provisions of Section 8.01 hereof, whether before or after the approvals of the parties' respective stockholders contemplated by Section 5.05 above, the parties may may, (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise(other than Section 6.01) hereof; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholders, there may not be, without further approval of such shareholdersthe parties' stockholders, to the extent required by law, any amendment amendment, extension or waiver of this Agreement which reduces changes the amount or changes the form of the consideration to be delivered to Innes Street shareholders Seller's stockholders hereunder other than as may be expressly contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementERB and DNB), the parties hereto by action of their respective boards of directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of ERB or the approval of the issuance of shares of DNB Common Stock in connection with the Merger by the shareholders of DNB, no amendment to this Agreement by Innes Street's shareholders, there may not be, without be made which under applicable law or the applicable listing and corporate governance rules and regulations of NASDAQ further approval by the shareholders of ERB or DNB is required, unless such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreementfurther shareholder approval is so obtained. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the covenants, agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes StreetApple Valley's shareholdersstockholders, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders Apple Valley stockholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementAlpena Banking Corporation), the parties Parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Alpena Banking Corporation, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street Alpena Banking Corporation’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties Parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementALFC), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of ALFC, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by ALFC’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of First Business Bank and by the transactions contemplated by this Agreementshareholders of 1st Pacific Bancorp), the parties hereto by action of each of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement the shareholders of First Business Bank and by Innes Street's shareholdersthe Shareholders of 1st Pacific Bancorp, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street 1st Pacific Bancorp’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementFMBT), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of FMBT, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by FMBT’s stockholders pursuant to this Agreement. This Agreement ThisAgreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementPhoenix), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Phoenix and Mid Penn, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value or changes the form of the consideration to be delivered to Innes Street Phoenix’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the Stockholders of the transactions contemplated by this AgreementSeller), the parties Parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies inaccuracy in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe Stockholders of Seller, there may not be, without further approval of such shareholdersre-obtaining the Seller Stockholder Approval, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Seller’s Stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementFCB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of FCB, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces decreases the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street FCB’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article X may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementCommerce or BHLB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Commerce, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces decreases the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Commerce’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes StreetPrestige Bancorp's shareholders, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street Prestige Bancorp shareholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementRiverside or SAL), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Riverside, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces decreases or increases the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street Riverside’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article X may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementUA Bank), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies inaccuracy in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of UA Bank, there may not be, without further approval of such shareholdersre-obtaining the UA Bank Shareholder Approval, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street UA Bank’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; : provided, however, that after any approval of the transactions contemplated by this Agreement by Innes StreetVBC's shareholdersstockholders, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders VBC stockholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; otherwise provided, however, that after any approval of the transactions contemplated by this Agreement by Innes StreetFirst Coastal's shareholders, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street First Coastal shareholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseotherwise other than conditions relating to receipt of Regulatory Approval; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholdersFirst Franklin’s stockholders, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this AgreementFirst Franklin stockholders hereunder. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementWestbank), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Westbank, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street Westbank's shareholders hereunder other than as contemplated by or Option holders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at ------------------------------- any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementWestbank), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Westbank, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street Westbank's shareholders hereunder other than as contemplated by or Option holders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementFSSB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of FSSB, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street FSSB's shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of Parent and the transactions contemplated by this AgreementCompany), the parties hereto by action of their respective boards of directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of the Company or the issuance of additional shares of Parent Common Stock in the Merger by the shareholders of Parent, no amendment to this Agreement by Innes Street's shareholders, there may not be, without be made which under applicable law or the applicable listing and corporate governance rules and regulations of the Nasdaq further approval of such shareholders, any amendment of this Agreement which reduces by the amount or changes the form shareholders of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this AgreementCompany or Parent is required, unless such further shareholder approval is so obtained. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this AgreementMerger, whether before or after UStel Stockholder Approval, the parties may (a) amend this AgreementAgreement (including the Plan of Merger incorporated herein), (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of the transactions contemplated Merger by this Agreement by Innes Street's shareholdersthe UStel and Arcada stockholders, there may not be, without further approval of such shareholdersstockholders, any amendment or waiver of this Agreement which (or the Plan of Merger) that reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreementthe Arcada stockholders, respectively. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementFlatbush Federal Bancorp), the parties Parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Flatbush Federal Bancorp, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street Flatbush Federal Bancorp’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties Parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementCAB), the parties hereto by action of their respective boards of directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of CAB, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by CAB’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire board of directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementTCB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of TCB, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by TCB’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementCBH), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of CBH, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street CBH’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of Effective Time (whether before or after approval thereof by the transactions contemplated by this AgreementEN Bancorp Shareholders), the parties Parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies inaccuracy in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe EN Bancorp Shareholders, there may not be, without further approval of such shareholdersre-obtaining the EN Bancorp Shareholder Approval, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street EN Bancorp’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementABB Financial Group), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of ABB Financial Group, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by ABB Financial Group’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementRiverview and Mid Penn), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Riverview and Mid Penn, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value or changes the form of the consideration to be delivered to Innes Street Riverview’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes StreetFirst Bell Bancorp's shareholdersstockholders, there may not be, without further approval xxxxoval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this AgreementFirst Bell Bancorp stockholders hereunder. This Agreement may not be amended amxxxxd except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementPolonia and Prudential), the parties hereto by action of their respective boards of directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of Polonia or the approval of the issuance of shares of Prudential Common Stock in connection with the Merger by the shareholders of Prudential, no amendment to this Agreement by Innes Street's shareholders, there may not be, without be made which under applicable law or the applicable listing and corporate governance rules and regulations of NASDAQ further approval by the shareholders of Polonia or Prudential is required, unless such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreementfurther shareholder approval is so obtained. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementCNB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of CNB, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street CNB’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementFS Bancorp), the parties Parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies inaccuracy in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of FS Bancorp, there may not be, without further approval of such shareholdersre-obtaining the FS Bancorp Stockholder Approval, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street FS Bancorp’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementGCB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of GCB, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street GCB’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementCBT or BHLB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of CBT, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces decreases or increases the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street CBT’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable lawlaw and as may be authorized by their respective Boards of Directors, at any time prior to the consummation of the transactions contemplated by this AgreementAgreement or termination of this Agreement in accordance with the provisions of Section 8.01 hereof, the parties may Buyer and Seller may, (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise(other than Section 6.01) hereof; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholders, there may not be, without further approval of such shareholdersSeller's Stockholders, any amendment amendment, extension or waiver of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders such Stockholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementCBI), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of CBI, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street CBI’s shareholders hereunder other than as contemplated by or Option holders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementFNB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of FNB, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces decreases the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by FNB’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article X may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementSeller), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Seller, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Seller’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article X may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementGCFC), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of GCFC, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street GCFC's shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V VI and VI VII hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholdersUnion Bancshares' stockholders, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders Union Bancshares stockholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. (a) Subject to applicable lawLaw, at any time prior to the consummation of the transactions contemplated Merger, whether before or after approval thereof by this Agreementthe shareholders of Seller, the parties may (ai) amend this Agreement, ; (bii) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, ; (ciii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, ; or (div) waive compliance with any of the agreements or conditions contained in Articles V herein (other than required shareholder and VI hereof or otherwiseregulatory approval); provided, however, that after any approval of the transactions contemplated Merger by this Agreement by Innes Street's shareholdersthe shareholders of Seller, there may not be, without further approval of such shareholders, any amendment or waiver of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreement. that requires further shareholder approval under applicable Law. (b) This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, party and which has been authorized by or under the direction of its board of directors; but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failurematter.

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementValley Green), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Valley Green and Univest, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value or changes the form of the consideration to be delivered to Innes Street Valley Green’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable lawThis Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by its respective shareholders, but, after any such approval, no amendment shall be made which by applicable law requires further approval by such shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. At any time prior to the consummation of the transactions contemplated by this AgreementEffective Date, the parties may (a) amend this Agreementhereto, by action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (bi) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, (cii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or and (diii) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholders, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties heretoherein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. Any waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementCLFC), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of CLFC and First Federal Financial, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street CLFC's shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes StreetEquinox Financial's shareholdersstockholders, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders Equinox Financial stockholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementGCB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of GCB, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street GCB's shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementFedFirst), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of FedFirst, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces decreases the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by FedFirst’s stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article X may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementNHBT), the parties hereto by action of their respective boards of directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of NHBT, no amendment to this Agreement by Innes Street's shareholders, there may not be, without be made which under applicable law further approval by the shareholders of NHBT is required, unless such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreementfurther shareholder approval is so obtained. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholdersGreensburg Bancshares’s stockholders, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders Greensburg Bancshares stockholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementSynergy), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of Synergy, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by Synergy's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementTrinity Bank), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of Trinity Bank, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street Trinity Bank's shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementFNBNY), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of FNBNY, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street FNBNY’s shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or Table of Contents condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated Merger, whether before or after approval thereof by this Agreementthe stockholders of TTA, the parties may (a) amend this AgreementAgreement (including the Plan of Merger incorporated herein), (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of the transactions contemplated Merger by this Agreement by Innes Street's shareholdersthe TTA and Arcada stockholders, there may not be, without further approval of such shareholdersstockholders, any amendment or waiver of this Agreement which (or the Plan of Merger) that reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreementthe TTA stockholders or Arcada stockholders, respectively. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any ------------------------------- time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementFLFC), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of FLFC, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street FLFC's shareholders hereunder other than as contemplated by or Option holders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementWCBI), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of WCBI, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value, or changes the form of of, the consideration Merger Consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by WCBI's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the shareholders of the transactions contemplated by this AgreementCS Holdings), the parties Parties hereto by action of their respective boards of directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies inaccuracy in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe shareholders of CS Holdings, there may not be, without further approval of such shareholdersre-obtaining the CS Holdings Shareholder Approval, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street CS Holdings’ shareholders hereunder other than as contemplated by pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (whether before or after approval thereof by the stockholders of the transactions contemplated by this AgreementTFC), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by Innes Street's shareholdersthe stockholders of TFC, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount amount, value or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by TFC's stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.