Common use of Covenants and Warranties of Undersigned Clause in Contracts

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) The Parent Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's own account and not for others, directly or indirectly, in whole or in part. (b) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent has informed the undersigned that any distribution by the undersigned of Parent Common Stock has not been registered under the Securities Act and that shares of Parent Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. --------- (c) The undersigned is aware that Parent intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODE") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) The Parent Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's own account and not for others, directly or indirectly, in whole or in part. (b) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent CBC has informed the undersigned that the issuance of shares of CBC Stock has been registered under the 1933 Act on a Registration Statement on Form S-4, and that any distribution by the undersigned of Parent Common CBC Stock has not been registered under the Securities 1933 Act and that such shares of Parent Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other applicable requirements of Rule Rules 144 or 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- 1933 Act might be available. ---------. (cb) The undersigned is aware that Parent intends CBC and the Company intend to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code Code, as amended (the "CODECode") ), for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent CBC and the Company for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations U.S. federal income tax regulations requires "continuity of interest" in order for the Merger to be treated as a tax-free reorganization under Section 368 of the Code. This requirement Continuity of interest may not be preserved if stock of an acquired company is satisfied ifdisposed of before an acquisition to the acquired or acquiring company or to persons related to either the acquired or acquiring companies for consideration other than stock of the acquiring company, taking into account those if a shareholder of the acquired company received certain distributions from the acquired company with respect to his stock in connection with the acquisition, or if stock of the acquiring company issued in the Merger is disposed of in connection with the Merger to the acquiring company or to persons related to the acquiring company. Accordingly, the undersigned declares that in connection with the Merger (i) the undersigned has not and will not dispose of any of the stock of either the Company stockholders who receive cash or CBC to either the Company or CBC (other than in exchange for their stockthe Merger Consideration), who to a person related to the Company (within the meaning of Section 1.368-1(e)(1)(i)(sixth sentence) of the U.S. federal income tax regulations) or to a person related to CBC (within the meaning of Section 1.368-1(e)(3) of such regulations), (ii) the undersigned has not and will not receive cash in lieu of fractional shares, any dividend or who dissent from other distribution with respect to the Merger, there is no plan or intention on the part stock of the Company stockholders attributable directly or indirectly to sell or otherwise funds provided by CBC, and (iii) the undersigned will not dispose of the Parent Common Stock to be any CBC stock received in the Merger that will reduce such stockholders' ownership to CBC or to a number person related to CBC within the meaning of shares having, in the aggregate, a value at the time Section 1.368-1(e)(3) of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfiedU.S. federal income tax regulations.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) The Parent Seacoast Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (b) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent Seacoast has informed the undersigned that any distribution by the undersigned of Parent Seacoast Common Stock has not been registered under the Securities 1933 Act and that shares of Parent Seacoast Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent that Seacoast is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent Seacoast Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------. (c) The undersigned will, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 8 hereof to, have all shares of PSHC Common Stock beneficially owned by the undersigned registered in the name of the undersigned or in the name of any bank, broker-dealer, or clearinghouse or nominee of any such bank, broker-dealer or clearinghouse, subject in all cases to the restrictions contained herein and not for the purposes of, or in any manner otherwise, changing the beneficial ownership of such shares, reducing the undersigned's risk of ownership of such shares, or avoiding the purposes of this Agreement. The undersigned shall promptly notify any such bank, broker-dealer, clearinghouse or nominee of the restrictions imposed hereby by providing such persons a copy of this Agreement. (d) During the 30 days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of PSHC Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of PSHC held to approve the Merger. (e) The undersigned is aware that Parent Seacoast intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODECode") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent Seacoast for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders PSHC shareholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders PSHC shareholders to sell or otherwise dispose of the Parent Seacoast Common Stock to be received in the Merger that will reduce such stockholdersshareholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company PSHC Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent his Seacoast Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) The Parent NDC Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (b) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent NDC has informed the undersigned that any distribution by the undersigned of Parent NDC Common Stock has not been registered under the Securities 1933 Act and that shares of Parent NDC Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned --------------- understands that, except as ------------------------------------------- provided in the Agreement, Parent that NDC is under no obligation to file a registration ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares --------------------------------------------------------------------------- of Parent NDC Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make ----------------------------------------------------------------- compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------------------------------------------------------------------- (c) The undersigned is aware that Parent intends to treat the Merger as a tax-free reorganization under Section 368 will, and will cause each of the Internal Revenue Code (other parties whose shares are deemed to be beneficially owned by the "CODE") for federal income tax purposes. The undersigned agrees pursuant to treat Section 7 hereof to, have all shares of Source Common Stock beneficially owned by the transaction undersigned registered in the same manner as Parent for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) name of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated undersigned or such parties, as tax-free under Section 368 of the Code. This requirement is satisfied ifapplicable, taking into account those Company stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount effective date of the undersigned's Parent Common Stock to be received Merger and not in the Merger which would cause the foregoing requirement not to be satisfiedname of any bank, broker-dealer, nominee or clearinghouse.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) At any meeting of shareholders of First Deposit called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the undersigned shall, to the extent that the Shareholder has the power, vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by First Deposit of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of CFB Common Stock or cash or otherwise to materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder. The Parent undersigned hereby waives any rights of appraisal, or rights to dissent from the Merger, that the undersigned may have. (b) The CFB Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (bc) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent CFB has informed the undersigned that any distribution by the undersigned of Parent CFB Common Stock has not been registered under the Securities 1933 Act and that shares of Parent CFB Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent that CFB is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent CFB Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------. (cd) The undersigned will, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 9 hereof, have all shares of First Deposit Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the effective date of the Merger and not in the name of any bank, broker-dealer, nominee or clearinghouse. (e) During the thirty (30) days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of First Deposit Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of First Deposit held to approve the Merger. (f) The undersigned is aware that Parent CFB intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODE") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent CFB for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants warrants, and agrees that: (a) During the 30 days immediately preceding the Effective Time of the Merger, the undersigned will not sell, transfer or otherwise dispose of the undersigned's interest in, or reduce the undersigned's risk relative to, any of the shares of Subject Company Common Stock beneficially owned by the undersigned as of the date of the Subject Company Shareholders' Meeting held to approve the Merger. (b) The Parent Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's own account and not for others, directly or indirectly, in whole or in part. (bc) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent has informed the undersigned that any distribution by the undersigned of Parent Common Stock has not been registered under the Securities 1933 Act and that shares of Parent Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist exists or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, that Parent is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------. (cd) The undersigned will register, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 8 hereof to have all shares of Subject Company Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the Effective Date of the Merger and not in the name of any bank, broker-dealer, nominee, or clearinghouse. (e) The undersigned is aware that Parent intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODECode") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Subject Company stockholders shareholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan plan, or intention on the part of the Subject Company stockholders shareholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan plan, or intention to sell or otherwise dispose of an amount of the undersigned's his Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) At any meeting of shareholders of WAYNX xxxled to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the undersigned shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by WAYNX xx the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of FIRST BANKING Common Stock or otherwise to materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder. The Parent undersigned hereby waives any rights of appraisal, or rights to dissent from the Merger, that the undersigned may have. (b) The FIRST BANKING Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (bc) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent FIRST BANKING has informed the undersigned that any distribution by the undersigned of Parent FIRST BANKING Common Stock has not been registered under the Securities 1933 Act and that shares of Parent FIRST BANKING Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent that FIRST BANKING is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent FIRST BANKING Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------. (cd) The undersigned will, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 9 hereof, have all shares of WAYNX Xxxmon Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the effective date of the Merger and not in the name of any bank, broker-dealer, nominee or clearinghouse. (e) During the thirty (30) days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of WAYNX Xxxmon Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of WAYNX xxxd to approve the Merger. (f) The undersigned is aware that Parent FIRST BANKING intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODE") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent FIRST BANKING for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) During the 30 days immediately preceding the effective time of the Merger, the undersigned will not, except by operation of law, by will, or under the laws of descent and distribution, sell, transfer, or otherwise dispose of the undersigned's interests in, or reduce the undersigned's risk relative to, any of the shares of North Xxxxxx Common Stock beneficially owned by the undersigned as of the date of the shareholders' meeting of North Xxxxxx held to approve the merger. (b) The Parent Surviving Corporation Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's own account and not for others, directly or indirectly, in whole or in part. (bc) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent has informed the undersigned understands that any distribution by the undersigned of Parent the Surviving Corporation Common Stock has not been registered under the Securities 1933 Act and that shares of Parent the Surviving Corporation Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in that the Agreement, Parent Surviving ---------------------------------------------- Corporation is under no obligation to file a ------------------------------------------------------------------ registration statement with ------------------------------------------------------------------------ the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent the ------------------------------------------------------------------- Surviving Corporation Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- availableStock. --------- (c) The undersigned is aware that Parent intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODE") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.-----------------------------------

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) At any meeting of shareholders of HEART OF GEORGIA called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the undersigned shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by HEART OF GEORGIA of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of FLAG Common Stock or otherwise to materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder. The Parent undersigned hereby waives any rights of appraisal, or rights to dissent from the Merger, that the undersigned may have. (b) The FLAG Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (bc) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent FLAG has informed the undersigned that any distribution by the undersigned of Parent FLAG Common Stock has not been registered under the Securities 1933 Act and that shares of Parent FLAG Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent that FLAG is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent FLAG Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------. (cd) The undersigned will, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 9 hereof, have all shares of HEART OF GEORGIA Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the effective date of the Merger and not in the name of any bank, broker-dealer, nominee or clearinghouse. (e) During the thirty (30) days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of HEART OF GEORGIA Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of HEART OF GEORGIA held to approve the Merger. (f) The undersigned is aware that Parent FLAG intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODE") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent FLAG for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) The Parent PSS Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (b) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent PSS has informed the undersigned that any distribution by the undersigned of Parent PSS Common Stock has not been registered under the Securities 1933 Act and that shares of Parent PSS Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent that PSS is under no ------------------------------------------------ obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the --------------------------------------------------------------------- disposition of the ------------------------------------------------------------------- undersigned's shares of Parent PSS Common ----------------------------------------------------- Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an ---------------------------------------------------------------------- exemption from such registration --------------------------------------------------------------------- available. --------------------------------------------------- (c) During the 30 days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transfered, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of GSMS Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of GSMS held to approve the Merger. (d) The undersigned is aware that Parent PSS intends to treat the Merger as a tax-tax- free reorganization under Section 368 of the Internal Revenue Code (the "CODECode") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent PSS for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders GSMS shareholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders GSMS shareholders to sell or otherwise dispose of the Parent PSS Common Stock to be received in the Merger that will reduce such stockholdersshareholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger Merger of less than 50% of the total fair market value of the Company GSMS Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent his PSS Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) At any meeting of shareholders of EMPIRE called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the undersigned shall, to the extent that the Shareholder has the power, vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by EMPIRE of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of FLAG Common Stock or otherwise to materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder. The Parent undersigned hereby waives any rights of appraisal, or rights to dissent from the Merger, that the undersigned may have. (b) The FLAG Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (bc) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent FLAG has informed the undersigned that any distribution by the undersigned of Parent FLAG Common Stock has not been registered under the Securities 1933 Act and that shares of Parent FLAG Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent that FLAG is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent FLAG Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------. (cd) The undersigned will, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 9 hereof, have all shares of EMPIRE Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the effective date of the Merger and not in the name of any bank, broker-dealer, nominee or clearinghouse. (e) During the thirty (30) days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of EMPIRE Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of EMPIRE held to approve the Merger. (f) The undersigned is aware that Parent FLAG intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODE") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent FLAG for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) The Parent CCB Common Stock to be received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (b) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent CCB has informed the undersigned that any distribution by the undersigned of Parent CCB Common Stock has not been registered under the Securities 1933 Act and that shares of Parent CCB Common Stock received pursuant to the Merger can only may be sold by the undersigned only (1) following registration of a distribution of such shares under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt from registration under the Securities Act. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------registration (c) The undersigned is aware that Parent CCB intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the "CODECode") ), for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent CCB for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires require "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the CodeCode 368. This requirement is satisfied if, taking into account those Company stockholders Stone Street shareholders who receive cash in exchange for their stock, stock or who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders Stone Street shareholders to sell or otherwise dispose of the Parent CCB Common Stock to be received in the Merger that will reduce such stockholdersshareholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 5080% of the total fair market value of the Company Stone Street Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent his CCB Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) At any meeting of shareholders of HOGANSVILLE called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the undersigned shall, to the extent that the Shareholder has the power, vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by HOGANSVILLE of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of FLAG Common Stock or otherwise to materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder. The Parent undersigned hereby waives any rights of appraisal, or rights to dissent from the Merger, that the undersigned may have. (b) The FLAG Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (bc) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent FLAG has informed the undersigned that any distribution by the undersigned of Parent FLAG Common Stock has not been registered under the Securities 1933 Act and that shares of Parent FLAG Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent that FLAG is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent FLAG Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------. (cd) The undersigned will, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 9 hereof, have all shares of HOGANSVILLE Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the effective date of the Merger and not in the name of any bank, broker-dealer, nominee or clearinghouse. (e) During the thirty (30) days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of HOGANSVILLE Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of HOGANSVILLE held to approve the Merger. (f) The undersigned is aware that Parent FLAG intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODE") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent FLAG for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that: (a) At any meeting of shareholders of THE XXXXX BANK called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the undersigned shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by THE XXXXX BANK of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of FLAG Common Stock or otherwise to materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder. The Parent undersigned hereby waives any rights of appraisal, or rights to dissent from the Merger, that the undersigned may have. (b) The FLAG Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his own account and not for others, directly or indirectly, in whole or in part. (bc) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent FLAG has informed the undersigned that any distribution by the undersigned of Parent FLAG Common Stock has not been registered under the Securities 1933 Act and that shares of Parent FLAG Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or extent some other disposition is otherwise exempt exemption from registration under the Securities Act1933 Act might be available. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent that FLAG is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent FLAG Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------. (cd) The undersigned will, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 9 hereof, have all shares of XXXXX BANK Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the effective date of the Merger and not in the name of any bank, broker-dealer, nominee or clearinghouse. (e) During the thirty (30) days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of XXXXX BANK Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of THE XXXXX BANK held to approve the Merger. (f) The undersigned is aware that Parent FLAG intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODE") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those Company stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the Company stockholders to sell or otherwise dispose of the Parent Common Stock to be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the Company Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of the undersigned's Parent Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.