Common use of Covenants and Warranties of Undersigned Clause in Contracts

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 has not sold, transferred, or otherwise disposed of the undersigned's interests in, or reduced the undersigned's risk relative to, any of the shares of PBI Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting of PBI held to approve the Merger. (b) The NCBC 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 part. (c) NCBC has informed the undersigned that any distribution by the undersigned of NCBC Common Stock has not been registered under the 1933 Act and that shares of NCBC Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (d) 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 PBI 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 banker, broker-dealer, nominee, or clearinghouse. (e) The undersigned is aware that NCBC intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as NCBC for federal income tax purposes. The undersigned acknowledged 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 PBI shareholders who receive cash in lieu of fractional shares, there is not a plan, or intention on the part of the PBI shareholders to sell or otherwise dispose of the NCBC Common Stock to be received in the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his NCBC 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 has will not soldsell, transferred, transfer or otherwise disposed dispose of the undersigned's interests interest in, or reduced reduce the undersigned's risk relative to, any of the shares of PBI Ambanc Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Shareholders' Meeting of PBI Ambanc held to approve the Merger. (b) The NCBC UPC 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. (c) NCBC UPC has informed the undersigned that any distribution by the undersigned of NCBC UPC Common Stock has not been registered under the 1933 Act and that shares of NCBC UPC Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC UPC is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC UPC Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (d) The undersigned willwill 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 PBI Ambanc 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 bankerbank, broker-dealer, nominee, or clearinghouse. (e) The undersigned is aware that NCBC UPC intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as NCBC UPC for federal income tax purposes. The undersigned acknowledged 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 PBI Ambanc 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 not a no plan, or intention on the part of the PBI Ambanc shareholders to sell or otherwise dispose of the NCBC UPC Common Stock to be received in the Merger. The undersigned has no prearrangement, plan plan, or intention to sell or otherwise dispose of an amount of his NCBC UPC 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 effective time of the Merger, the undersigned has not soldwill not, transferredexcept for transfers to members of the undersigned's family who agree to be bound by the terms of this Affiliate Agreement, by operation of law, by will, under the laws of descent and distribution, sell, transfer, or otherwise disposed dispose of the undersigned's interests in, or reduced reduce the undersigned's risk relative to, any of the shares of PBI Target Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting stockholders' meeting of PBI Target held to approve the Merger. (b) The NCBC UPC 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. (c) NCBC UPC has informed the undersigned that any distribution by the undersigned of NCBC UPC Common Stock has not been registered under the 1933 Act and that shares of NCBC UPC Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC UPC is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC UPC Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (d) 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 PBI 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 banker, broker-dealer, nominee, or clearinghouse. (e) The undersigned is aware that NCBC intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as NCBC for federal income tax purposes. The undersigned acknowledged 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 PBI shareholders who receive cash in lieu of fractional shares, there is not a plan, or intention on the part of the PBI shareholders to sell or otherwise dispose of the NCBC Common Stock to be received in the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his NCBC 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 effective time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of the undersigned's interests in, or reduced the undersigned's risk relative to, any of the shares of PBI ANB Common Stock or Mutual Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting meeting of PBI the shareholders of Mutual held to approve the Merger. (b) The NCBC ANB Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's own or such undersigned's spouse's account or an account for which the undersigned or the undersigned's spouse serve as a fiduciary and not for others, directly or indirectly, in whole or in part. (c) NCBC ANB has informed the undersigned that any distribution by the undersigned of NCBC ANB Common Stock has not been registered under the 1933 Act and that shares of NCBC ANB Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC ANB is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC ANB Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (d) 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 to, have all shares of PBI Mutual Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the Effective Date effective time of the Merger and not in the name of any bankerbank, broker-dealer, nominee, or clearinghouse. (e) The undersigned is aware that NCBC intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as NCBC for federal income tax purposes. The undersigned acknowledged 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 PBI shareholders who receive cash in lieu of fractional shares, there is not a plan, or intention on the part of the PBI shareholders to sell or otherwise dispose of the NCBC Common Stock to be received in the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his NCBC 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 has not sold, transferred, or otherwise disposed of the undersigned's interests in, or reduced the undersigned's risk relative to, any of the shares of PBI Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting of PBI held to approve the Merger. (b) The NCBC Savannah 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. (cb) NCBC Savannah has informed the undersigned that any distribution by the undersigned of NCBC Savannah Common Stock has not been registered under the 1933 Act and that shares of NCBC Savannah Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC Savannah is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC Savannah Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (dc) 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 to, have all shares of PBI Bryan Common Stock beneficially owned by the bx xxx undersigned registered in the name of the undersigned or such parties, as applicable, prior to the Effective Date effective date of the Merger and not in the name of any bankerbank, broker-dealer, nominee, nominee or clearinghouse. (ed) The undersigned is aware that NCBC intends to treat During the Merger as a tax-free reorganization under Section 368 30 days immediately preceding the Effective Time of the Internal Revenue Code ("Code") for federal income tax purposes. The Merger, the undersigned agrees to treat the transaction in the same manner as NCBC for federal income tax purposes. The undersigned acknowledged 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 ifwill not sell, taking into account those PBI shareholders who receive cash in lieu of fractional sharestransfer, there is not a plan, or intention on the part of the PBI shareholders to sell or otherwise dispose of his interests in, or reduce his risk relative to, any of the NCBC shares of Bryan Common Stock beneficially owned xx the undersigned as of the record date for determination of shareholders entitled to be received in vote at the Shareholders' Meeting of Bryan held to approve the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his NCBC 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 has not sold, transferred, or otherwise disposed of the undersigned's interests in, or reduced the undersigned's risk relative to, any of the shares of PBI Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting of PBI held to approve the Merger. (b) The NCBC Savannah 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. (cb) NCBC Savannah has informed the undersigned that any distribution by the undersigned of NCBC Savannah Common Stock has not been registered under the 1933 Act and that shares of NCBC Savannah Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists exist or may hereafter be amended, or (3) 77 to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC Savannah is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC Savannah Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (dc) 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 to, have all shares of PBI Xxxxx Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the Effective Date effective date of the Merger and not in the name of any bankerbank, broker-dealer, nominee, nominee or clearinghouse. (ed) The undersigned is aware that NCBC intends to treat During the Merger as a tax-free reorganization under Section 368 30 days immediately preceding the Effective Time of the Internal Revenue Code ("Code") for federal income tax purposes. The Merger, the undersigned agrees to treat the transaction in the same manner as NCBC for federal income tax purposes. The undersigned acknowledged 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 ifwill not sell, taking into account those PBI shareholders who receive cash in lieu of fractional sharestransfer, there is not a plan, or intention on the part of the PBI shareholders to sell or otherwise dispose of his interests in, or reduce his risk relative to, any of the NCBC shares of Xxxxx Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to be received in vote at the Shareholders' Meeting of Xxxxx held to approve the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his NCBC 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 has will not soldsell, transferred, transfer or otherwise disposed dispose of the undersigned's interests interest in, or reduced reduce the undersigned's risk relative to, any of the shares of PBI PFC Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Shareholders' Meeting of PBI PFC held to approve the Merger. (b) The NCBC UPC 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. (c) NCBC UPC has informed the undersigned that any distribution by the undersigned of NCBC UPC Common Stock has not been registered under the 1933 Act and that shares of NCBC UPC Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC UPC is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC UPC Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (d) The undersigned willwill 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 PBI PFC 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 bankerbank, broker-dealer, nominee, or clearinghouse. (e) The undersigned is aware that NCBC UPC intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as NCBC UPC for federal income tax purposes. The undersigned acknowledged 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 PBI PFC 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 not a no plan, or intention on the part of the PBI PFC shareholders to sell or otherwise dispose of the NCBC UPC Common Stock to be received in the Merger. The undersigned has no prearrangement, plan plan, or intention to sell or otherwise dispose of an amount of his NCBC UPC 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 has not sold, transferred, or otherwise disposed of the undersigned's interests in, or reduced the undersigned's risk relative to, any of the shares of PBI Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting of PBI held to approve the Merger. (b) The NCBC Acquiror Common Stock received by the undersigned as a result of the Merger Mergers will be taken for the undersigned's own account and not for others, directly or indirectly, in whole or in part. (cb) NCBC Acquiror has informed the undersigned that any distribution by the undersigned of NCBC Common Stock has not been registered under the 1933 Act and that shares of NCBC Acquiror Common Stock received pursuant to the Merger Mergers can only be sold by the undersigned (1) following pursuant to an effective registration statement under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (dc) 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 to, have all shares of PBI Common Stock the Company Securities beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the Effective Date effective date of the Merger Mergers and not in the name of any bankerbank, broker-dealer, nominee, nominee or clearinghouse. (ed) The undersigned is aware that NCBC intends to treat During the Merger as a tax-free reorganization under Section 368 30 consecutive days immediately preceding the Effective Time of the Internal Revenue Code ("Code") for federal income tax purposes. The Mergers, the undersigned agrees to treat the transaction in the same manner as NCBC for federal income tax purposes. The undersigned acknowledged 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 ifwill not sell, taking into account those PBI shareholders who receive cash in lieu of fractional sharestransfer, there is not a plan, or intention on the part of the PBI shareholders to sell or otherwise dispose of the NCBC Common Stock undersigned's interests in, or reduce the undersigned's risk relative to, any of the Company Securities beneficially owned by the undersigned as of the date the undersigned executed written consents in lieu of special meetings of the shareholders of each of the Companies to be received in approve and adopt the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his NCBC Common Stock to be received in Agreement and the Merger which would cause the foregoing requirement not to be satisfiedMergers.

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 has not sold, transferred, or otherwise disposed of the undersigned's interests in, or reduced the undersigned's risk relative to, any of the shares of PBI Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting of PBI held to approve the Merger. (b) The NCBC SNB Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his or her own account and not for others, directly or indirectly, in whole or in part. (cb) NCBC SNB has informed the undersigned that any distribution by the undersigned of NCBC SNB Common Stock has not been registered under the 1933 Act and that shares of NCBC SNB Common Stock received pursuant to the Merger can only be sold by the undersigned (1i) following registration under the 1933 Act, or (2ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists exist or may hereafter be amended, or (3iii) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC SNB is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC SNB Common Stock or to take any other action necessary to make compliance with an exemption from such registration availableStock. (dc) 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 to, have all shares of PBI Crossroads Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties, as applicable, prior to the Effective Date effective date of the Merger merger and not in the name of any bankerbank, broker-dealer, nominee, nominee or clearinghouse. (ed) The undersigned is aware that NCBC intends to treat During the Merger as a tax-free reorganization under Section 368 30 days immediately preceding the Effective Time of the Internal Revenue Code ("Code") for federal income tax purposes. The Merger, the undersigned agrees to treat the transaction in the same manner as NCBC for federal income tax purposes. The undersigned acknowledged 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 ifwill not sell, taking into account those PBI shareholders who receive cash in lieu of fractional sharestransfer, there is not a plan, or intention on the part of the PBI shareholders to sell or otherwise dispose of his interests in, or reduce his risk relative to, any of the NCBC shares of Crossroads Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to be received in vote at the Shareholders' Meeting of Crossroads held to approve the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his NCBC 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 has not sold, transferred, or otherwise disposed of the undersigned's interests in, or reduced the undersigned's risk relative to, any of the shares of PBI Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting of PBI held to approve the Merger. (b) The NCBC Premiere Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's his or her own account and not for others, directly or indirectly, in whole or in part. (cb) NCBC Premiere has informed the undersigned that any distribution by the undersigned of NCBC Premiere Common Stock has not been registered under the 1933 Act and that shares of NCBC Premiere Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC except as set forth in that certain Stock Restriction and Registration Rights Agreement of even date herewith between Premiere and the undersigned, Premiere is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC Premiere Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (dc) 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 to, have all shares of PBI 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 effective date of the Merger and not in the name of any bankerbank, broker-dealer, nomineenominee or clearinghouse. (d) During the 30 days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or clearinghouseotherwise disposed of his or her interests in, or reduced his or her risk relative to, any of the shares of Company Common Stock beneficially owned by the undersigned as of the record date for determination of stockholders entitled to vote at the Stockholders' Meeting of the Company held to approve the Merger. (e) The undersigned is aware that NCBC Premiere intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as NCBC Premiere for federal income tax purposes. The undersigned acknowledged 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 PBI shareholders stockholders of the Company who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is not a plan, no plan or intention on the part of the PBI shareholders the stockholders of the Company to sell or otherwise dispose of the NCBC Premiere 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 his NCBC or her Premiere 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 has not sold, transferred, or otherwise disposed of the undersigned's interests in, or reduced the undersigned's risk relative to, any of the shares of PBI Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting of PBI held to approve the Merger. (b) The NCBC UPC 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. (cb) NCBC UPC has informed the undersigned that any distribution by the undersigned of NCBC UPC Common Stock has not been registered under the 1933 Act and that shares of NCBC UPC Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC UPC is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC UPC Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (dc) The undersigned willwill 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 7 hereof, to have all shares of PBI Mutual 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 and, except for banks, broker-dealers or others serving as custodian or trustee under any individual 73 retirement account, pension plan or trust for the benefit of the undersigned which are specifically identified as such on the stock transfer books of Mutual, not in the name of any bankerbank, broker-dealer, nominee, or clearinghouse. (ed) The undersigned is aware that NCBC UPC intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as NCBC UPC for federal income tax purposes. The undersigned acknowledged 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 PBI Mutual 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 not a no plan, or intention on the part of the PBI Mutual shareholders to sell or otherwise dispose of the NCBC UPC Common Stock to be received in the Merger. The undersigned has no prearrangement, plan plan, or intention to sell or otherwise dispose of an amount of his NCBC UPC Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.