Common use of Covenants of Shareholder Clause in Contracts

Covenants of Shareholder. Shareholder hereby covenants and irrevocably agrees in favor of Buyer that, from the date hereof until the termination of this Agreement in accordance with Section 10, except as permitted by this Agreement, Shareholder will: (a) not option, sell, transfer, tender, deposit, gift, pledge, encumber, grant a security interest in, or option over, hypothecate or otherwise dispose of, encumber or convey (collectively, “Transfer”) any Subject Shares, or any right or interest therein (legal or equitable), to any person or group or agree to do any of the foregoing, except where the transferee has previously executed and delivered to Buyer a counterpart of this Agreement 3343471 pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement with respect to such Subject Shares, and Shareholder agrees that any Transfer in violation of this provision shall be void; (b) not grant any proxy, powers of attorney, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals with respect to the Subject Shares, other than (i) this Agreement and (ii) pursuant to the constituent documents of Shareholder (including any partnership agreement, operating agreement or similar governing document) as is not and would not be inconsistent with such Shareholder’s obligations under this Agreement; (c) not vote or cause to be voted any Subject Shares in favor of (i) approval of, or the adoption of any agreement relating to, any merger, consolidation, scheme of arrangement, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company, other than the Merger Agreement and the Transaction, (ii) any amendment of the Company’s charter or bylaws, or (iii) any proposed action by Company or any of the Subsidiaries that would reasonably be expected to prevent or delay the successful completion of the Transaction; (d) at any meeting of holders of Common Stock called to vote upon a resolution to approve the Merger Agreement and the Transaction or any of the other transactions contemplated by the Merger Agreement (the “Transaction Resolution”), or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Transaction Resolution is sought, cause its Subject Shares to be counted as present for purposes of establishing quorum and vote (or cause to be voted) its Subject Shares, or validly execute and return any requested written consent with respect to its Subject Shares: (i) in favor of the approval of the Transaction and the Transaction Resolution, as applicable; (ii) against any action that is intended or would reasonably be expected to impede, interfere with, delay, postpone or discourage the Transaction; and (iii) against any action that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement or of Shareholder contained in this Agreement; (e) not, without the prior written consent of Buyer, requisition or join in the requisition of any meeting of holders of Common Stock that would reasonably be expected to prevent or delay the successful completion of the Transaction and this Agreement; 4 3343471 (f) not exercise any rights of dissent or appraisal in respect of the Transaction; (g) not take or agree to take any action that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder contained in this Agreement; and (h) on or before the third (3rd) Business Day prior to the meeting of shareholders of Company called to approve the Transaction: (i) if Shareholder is the holder of record of the Subject Shares, deliver or cause to be delivered to the Company, with a copy to Buyer, a duly executed proxy or proxies in respect of such Subject Shares directing the holder of such proxy or proxies to vote in favor of the Transaction Resolution and otherwise in accordance with Section 3(d), and any other documents required in accordance with the Transaction to be validly delivered in support of the Transaction Resolution, and not revoke or withdraw such proxy, proxies or other documents described in this Section 3(g)(i) without the prior written consent of Buyer; and (ii) if Shareholder is the beneficial owner of the Subject Shares but not the holder of record of such Subject Shares, deliver or cause to be delivered a duly executed voting instruction form to the intermediary through which Shareholder holds its beneficial interest in such Subject Shares, with a copy to Buyer, instructing that such Subject Shares be voted in favor of the Transaction Resolution and otherwise in accordance with Section 3(d), and that any other documents required in accordance with the Transaction be validly delivered in support of the Transaction Resolution, and not revoke or withdraw such instruction or other documents described in this Section 3(g)(ii) without the prior written consent of Buyer.

Covenants of Shareholder. Shareholder hereby covenants and irrevocably agrees in favor of Buyer that, from the date hereof until the termination of this Agreement in accordance with Section 10, except as permitted by this Agreement, Shareholder willfollows: (a) not option, sell, transfer, tender, deposit, gift, pledge, encumber, grant a security interest in, or option over, hypothecate or otherwise dispose of, encumber or convey (collectively, “Transfer”) any Subject Shares, or any right or interest therein (legal or equitable), to any person or group or agree to do any of the foregoing, except where the transferee has previously executed and delivered to Buyer a counterpart of this Agreement 3343471 pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement with respect to such Subject Shares, and Shareholder agrees that any Transfer in violation of this provision shall be void; (b) not grant any proxy, powers of attorney, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals with respect to the Subject Shares, other than (i) this Agreement and (ii) pursuant to the constituent documents of Shareholder (including any partnership agreement, operating agreement or similar governing document) as is not and would not be inconsistent with such Shareholder’s obligations under this Agreement; (c) not vote or cause to be voted any Subject Shares in favor of (i) approval of, or the adoption of any agreement relating to, any merger, consolidation, scheme of arrangement, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company, other than the Merger Agreement and the Transaction, (ii) any amendment of the Company’s charter or bylaws, or (iii) any proposed action by Company or any of the Subsidiaries that would reasonably be expected to prevent or delay the successful completion of the Transaction; (d) at At any meeting of holders the shareholders of Common Stock the Company called to vote upon a resolution to approve the Merger Agreement and Agreement, the Transaction Merger or any of the other transactions contemplated by the Merger Agreement (the “Transaction Resolution”)Agreement, or at any postponement or adjournment or postponement thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consent solicitation) with respect to the Transaction Resolution Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing calculating a quorum and (ii) vote (or cause to be voted) its all of Shareholder’s Subject SharesShares in favor of, and shall consent to (or cause to be consented to), the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) Shareholder shall not, and shall not commit or agree to, (i) sell, transfer, pledge, exchange, assign, tender or otherwise dispose of (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or validly execute and return consent to or permit any requested written consent Transfer of, any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to its the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares:Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless prior to any such Transfer the transferee of the Subject Shares is a party to this Agreement, enters into a shareholder agreement with Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a joinder agreement satisfactory to Parent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement. Each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(b). (i) in favor Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Shareholder hereby consents to and approves the actions taken by the Board of Directors of the approval Company in approving and declaring advisable the Merger. Shareholder hereby waives any rights of appraisal, or rights to dissent from the Transaction and the Transaction ResolutionMerger, as applicable;that Shareholder may have. (ii) against Shareholder shall not, and Shareholder shall not permit or authorize or permit any action that is intended Affiliate, spouse, employee or would reasonably be expected to impede, interfere with, delay, postpone or discourage the Transaction; and (iii) against any action that would reasonably be expected to result in a material breach partner of any covenant, representation or warranty Shareholder or any investment banker, attorney, accountant or other obligation advisor or agreement representative of Company contained in Shareholder to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or of Shareholder contained in by this Agreement; (e) not, Agreement without the prior written consent of BuyerParent, requisition except as may be required by applicable Law or join in the requisition of any meeting of holders of Common Stock that would reasonably be expected to prevent or delay the successful completion of the Transaction and this Agreement; 4 3343471 (f) not exercise any rights of dissent or appraisal in respect of the Transaction; (g) not take or agree to take any action that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder contained in this Agreement; and (h) on or before the third (3rd) Business Day prior to the meeting of shareholders of Company called to approve the Transaction:court process. (i) if Shareholder is hereby agrees that, in the holder event (i) of record any stock or extraordinary dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject SharesShares or (ii) that Shareholder purchases or otherwise acquires beneficial ownership of or an interest in, deliver or cause acquires the right to be delivered to vote or share in the voting of, any shares of capital stock of the Company, with a copy to Buyerin each case after the execution of this Agreement (including by conversion, a duly executed proxy operation of law or proxies in respect of such Subject Shares directing otherwise) (collectively, the holder of such proxy or proxies to vote in favor of the Transaction Resolution and otherwise in accordance with Section 3(d“New Shares”), and Shareholder shall deliver promptly to Parent written notice of its acquisition or receipt of New Shares which notice shall state the number of New Shares so acquired or received. Shareholder agrees that any other documents required in accordance with the Transaction New Shares acquired or received by Shareholder pursuant to be validly delivered in support of the Transaction Resolution, and not revoke clause (i) or withdraw such proxy, proxies or other documents described in this Section 3(g)(i) without the prior written consent of Buyer; and (ii) if Shareholder is of this paragraph shall be subject to the beneficial owner terms of the this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares but not the holder of record of such Subject Shares, deliver or cause to be delivered a duly executed voting instruction form to the intermediary through same extent as if those New Shares were owned by Shareholder on the date of this Agreement. Shareholder agrees that this Agreement and the obligations hereunder shall be binding upon any person to which Shareholder holds its record or beneficial interest in such Subject Shares, with a copy to Buyer, instructing that such ownership of Shareholder’s Subject Shares be voted in favor shall pass, whether by operation of the Transaction Resolution and otherwise in accordance with Section 3(d)Law or otherwise, including Shareholder’s heirs, guardians, administrators or successors, and that any other documents required in accordance with Shareholder further agrees to take all actions necessary to effectuate the Transaction be validly delivered in support of the Transaction Resolution, and not revoke or withdraw such instruction or other documents described in this Section 3(g)(ii) without the prior written consent of Buyerforegoing.

Covenants of Shareholder. (a) Shareholder hereby covenants and irrevocably agrees that he/she shall vote, or cause to be voted, the Covered Shares in favor of Buyer thatthe Merger Agreement and the transactions contemplated thereby, from until this Agreement terminates as provided in Section 2(d), unless: (i) Eagle is in material default with respect to a material covenant, representation, warranty or agreement made by it in the date hereof Merger Agreement that would give the Company the right not to consummate the Merger; or (ii) in accordance with Section 6.07 of the Merger Agreement, the Board of Directors of the Company has provided a Change of Recommendation in connection with a Superior Proposal. (b) Shareholder agrees that until the termination of this Agreement as provided in accordance with Section 10, except as permitted by this Agreement, Shareholder will: (a) not option, sell, transfer, tender, deposit, gift, pledge, encumber, grant a security interest in, or option over, hypothecate or otherwise dispose of, encumber or convey (collectively, “Transfer”) any Subject Shares, or any right or interest therein (legal or equitable2(d), to any person or group or agree to do any of the foregoing, except where the transferee has previously executed and delivered to Buyer a counterpart of this Agreement 3343471 pursuant to which such transferee that he/she shall be bound by all of the terms and provisions of this Agreement with respect to such Subject Shares, and Shareholder agrees that any Transfer in violation of this provision shall be void; (b) not grant any proxy, powers of attorney, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals with respect to the Subject Shares, other than (i) this Agreement and (ii) pursuant to the constituent documents of Shareholder (including any partnership agreement, operating agreement or similar governing document) as is not and would not be inconsistent with such Shareholder’s obligations under this Agreement; (c) not vote or cause to be voted any Subject Shares in favor of (i) approval of, or the adoption of any agreement relating to, any merger, consolidation, scheme of arrangement, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company, other than the Merger Agreement and the Transaction, (ii) any amendment of the Company’s charter or bylaws, or (iii) any proposed action by Company or any of the Subsidiaries that would reasonably be expected to prevent or delay the successful completion of the Transaction; (d) at any meeting of holders of Common Stock called to vote upon a resolution to approve the Merger Agreement and the Transaction or any of the other transactions contemplated by the Merger Agreement (the “Transaction Resolution”), or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Transaction Resolution is sought, cause its Subject Shares to be counted as present for purposes of establishing quorum and vote (or cause to be voted) its Subject Shares, or validly execute and return any requested written consent with respect to its Subject Shares: (i) in favor of the approval of the Transaction and the Transaction Resolution, as applicable; (ii) against any action that is intended or would reasonably be expected to impede, interfere with, delay, postpone or discourage the Transaction; and (iii) against any action that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement or of Shareholder contained in this Agreement; (e) not, without the prior written consent of BuyerEagle, requisition directly or join indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in (after the date hereof) or otherwise dispose of or encumber any of the Covered Shares, or any options to acquire the Company Common Stock issued and outstanding pursuant to the Company Stock Plans. Notwithstanding the foregoing, in the requisition case of any meeting transfer by operation of holders of Common Stock law, this Agreement shall be binding upon and inure to the transferee. (c) Shareholder agrees that would reasonably be expected he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including but not limited to prevent or delay the successful completion any holder of the Transaction and this Company Common Stock, or any officer, employee or director of the Company to, solicit from any third party any inquiries or proposals relating to the disposition of the Company’s business or assets, or the acquisition of the Company’s voting securities, or the merger of the Company with any person other than Eagle, EagleBank or any Eagle Subsidiary, or except as provided in Section 6.07 of the Merger Agreement; 4 3343471, provide any such person with information, assistance or conduct any discussions with any such person in furtherance of such inquiries or to obtain a proposal. (fd) not exercise any rights of dissent or appraisal in respect of This Agreement shall terminate upon the Transaction; (g) not take or agree earlier to take any action that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder contained in this Agreement; and (h) on or before the third (3rd) Business Day prior to the meeting of shareholders of Company called to approve the Transaction: occur of: (i) if Shareholder is the holder of record termination of the Subject Shares, deliver or cause to be delivered to the Company, with a copy to Buyer, a duly executed proxy or proxies in respect of such Subject Shares directing the holder of such proxy or proxies to vote in favor Merger Agreement by any of the Transaction Resolution and otherwise parties thereto in accordance with Section 3(d), and any other documents required in accordance with the Transaction to be validly delivered in support of the Transaction Resolution, and not revoke its terms; or withdraw such proxy, proxies or other documents described in this Section 3(g)(i) without the prior written consent of Buyer; and (ii) if Shareholder is the beneficial owner Effective Time of the Subject Shares but not the holder of record of such Subject Shares, deliver or cause to be delivered a duly executed voting instruction form to the intermediary through which Shareholder holds its beneficial interest in such Subject Shares, with a copy to Buyer, instructing that such Subject Shares be voted in favor of the Transaction Resolution and otherwise in accordance with Section 3(d), and that any other documents required in accordance with the Transaction be validly delivered in support of the Transaction Resolution, and not revoke or withdraw such instruction or other documents described in this Section 3(g)(ii) without the prior written consent of BuyerMerger.

Covenants of Shareholder. (a) Shareholder hereby covenants and irrevocably agrees that he/she shall vote, or cause to be voted, all of his/her shares of Fidelity Common Stock in favor of Buyer thatthe Merger Agreement and the transactions contemplated thereby, from the date hereof until this Agreement terminates as provided in Section 2(d). (b) Shareholder agrees that until the termination of this Agreement as provided in accordance with Section 10, except as permitted by this Agreement, Shareholder will: (a) not option, sell, transfer, tender, deposit, gift, pledge, encumber, grant a security interest in, or option over, hypothecate or otherwise dispose of, encumber or convey (collectively, “Transfer”) any Subject Shares, or any right or interest therein (legal or equitable2(d), to any person or group or agree to do any of the foregoing, except where the transferee has previously executed and delivered to Buyer a counterpart of this Agreement 3343471 pursuant to which such transferee that he/she shall be bound by all of the terms and provisions of this Agreement with respect to such Subject Shares, and Shareholder agrees that any Transfer in violation of this provision shall be void; (b) not grant any proxy, powers of attorney, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals with respect to the Subject Shares, other than (i) this Agreement and (ii) pursuant to the constituent documents of Shareholder (including any partnership agreement, operating agreement or similar governing document) as is not and would not be inconsistent with such Shareholder’s obligations under this Agreement; (c) not vote or cause to be voted any Subject Shares in favor of (i) approval of, or the adoption of any agreement relating to, any merger, consolidation, scheme of arrangement, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company, other than the Merger Agreement and the Transaction, (ii) any amendment of the Company’s charter or bylaws, or (iii) any proposed action by Company or any of the Subsidiaries that would reasonably be expected to prevent or delay the successful completion of the Transaction; (d) at any meeting of holders of Common Stock called to vote upon a resolution to approve the Merger Agreement and the Transaction or any of the other transactions contemplated by the Merger Agreement (the “Transaction Resolution”), or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Transaction Resolution is sought, cause its Subject Shares to be counted as present for purposes of establishing quorum and vote (or cause to be voted) its Subject Shares, or validly execute and return any requested written consent with respect to its Subject Shares: (i) in favor of the approval of the Transaction and the Transaction Resolution, as applicable; (ii) against any action that is intended or would reasonably be expected to impede, interfere with, delay, postpone or discourage the Transaction; and (iii) against any action that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement or of Shareholder contained in this Agreement; (e) not, without the prior written consent of BuyerEagle, requisition directly or join indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in (after the date hereof) or otherwise dispose of or encumber any of his/her shares of Fidelity Common Stock, or any options to acquire Fidelity Common Stock issued and outstanding pursuant to the Fidelity Option Plans. Notwithstanding the foregoing, in the requisition case of any meeting transfer by operation of holders law, this Agreement shall be binding upon and inure to the transferee. (c) Shareholder agrees that he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including but not limited to any holder of Fidelity Common Stock that would reasonably be expected Stock, or any officer, employee or director of Fidelity to, solicit from any third party any inquiries or proposals relating to prevent the disposition of Fidelity or delay F&T Bank’s business or assets, or the successful completion acquisition of Fidelity or F&T Bank’s voting securities, or the merger of Fidelity or F&T Bank with any person other than Eagle or any Eagle Subsidiary, or except as provided in Section 6.12 of the Transaction and this Merger Agreement; 4 3343471 (f) not exercise any rights of dissent or appraisal in respect of the Transaction; (g) not take or agree to take any action that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder contained in this Agreement; and (h) on or before the third (3rd) Business Day prior to the meeting of shareholders of Company called to approve the Transaction: : (i) if Shareholder is provide any such person with information or assistance or negotiate or (ii) conduct any discussions with any such person in furtherance of such inquiries or to obtain a proposal. (d) This Agreement shall terminate upon the holder of record earlier to occur of: (a) the termination of the Subject Shares, deliver or cause to be delivered to the Company, with a copy to Buyer, a duly executed proxy or proxies in respect of such Subject Shares directing the holder of such proxy or proxies to vote in favor Merger Agreement by any of the Transaction Resolution and otherwise parties thereto; or (b) the Effective Time (as defined in accordance with Section 3(d), and any other documents required in accordance with the Transaction to be validly delivered in support Merger Agreement) of the Transaction ResolutionMerger. (e) Shareholder agrees that he/she shall not, and not revoke or withdraw such proxy, proxies or other documents described in this Section 3(g)(i) without the prior written consent of Buyer; and (ii) if Shareholder is the beneficial owner Eagle, purchase or sell on Nasdaq, or submit a bid to purchase or an offer to sell on Nasdaq, directly or indirectly, any shares of the Subject Shares but not the holder of record of such Subject SharesEagle Common Stock or any options, deliver or cause to be delivered a duly executed voting instruction form to the intermediary through which Shareholder holds its beneficial interest in such Subject Shareswarrants, with a copy to Buyer, instructing that such Subject Shares be voted in favor of the Transaction Resolution and otherwise in accordance with Section 3(d), and that any other documents required in accordance with the Transaction be validly delivered in support of the Transaction Resolution, and not revoke or withdraw such instruction rights or other documents described in this Section 3(g)(ii) without securities convertible into or exchangeable for shares of Eagle Common Stock during the prior written consent of BuyerMarket Value Determination Period.

Covenants of Shareholder. (a) The Shareholder hereby covenants agrees that he/she shall cause the Covered Shares to be present at the GSB Meeting and irrevocably agrees at such meeting shall vote, or cause to be voted, the Covered Shares in favor of Buyer thatthe Merger Agreement and the transactions contemplated thereby, from until this Agreement terminates as provided in Section 2(e), unless Parkway is in material default with respect to a material covenant, representation, warranty or agreement made by it in the date hereof Merger Agreement. (b) The Shareholder agrees that until the termination of this Agreement as provided in accordance with Section 10, except as permitted by this Agreement, Shareholder will: (a) not option, sell, transfer, tender, deposit, gift, pledge, encumber, grant a security interest in, or option over, hypothecate or otherwise dispose of, encumber or convey (collectively, “Transfer”) any Subject Shares, or any right or interest therein (legal or equitable2(e), to any person or group or agree to do any of the foregoing, except where the transferee has previously executed and delivered to Buyer a counterpart of this Agreement 3343471 pursuant to which such transferee he/she shall be bound by all of the terms and provisions of this Agreement with respect to such Subject Shares, and Shareholder agrees that any Transfer in violation of this provision shall be void; (b) not grant any proxy, powers of attorney, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals with respect to the Subject Shares, other than (i) this Agreement and (ii) pursuant to the constituent documents of Shareholder (including any partnership agreement, operating agreement or similar governing document) as is not and would not be inconsistent with such Shareholder’s obligations under this Agreement; (c) not vote or cause to be voted any Subject Shares in favor of (i) approval of, or the adoption of any agreement relating to, any merger, consolidation, scheme of arrangement, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company, other than the Merger Agreement and the Transaction, (ii) any amendment of the Company’s charter or bylaws, or (iii) any proposed action by Company or any of the Subsidiaries that would reasonably be expected to prevent or delay the successful completion of the Transaction; (d) at any meeting of holders of Common Stock called to vote upon a resolution to approve the Merger Agreement and the Transaction or any of the other transactions contemplated by the Merger Agreement (the “Transaction Resolution”), or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Transaction Resolution is sought, cause its Subject Shares to be counted as present for purposes of establishing quorum and vote (or cause to be voted) its Subject Shares, or validly execute and return any requested written consent with respect to its Subject Shares: (i) in favor of the approval of the Transaction and the Transaction Resolution, as applicable; (ii) against any action that is intended or would reasonably be expected to impede, interfere with, delay, postpone or discourage the Transaction; and (iii) against any action that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement or of Shareholder contained in this Agreement; (e) not, without the prior written consent of BuyerParkway, requisition directly or join indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in or otherwise dispose of or encumber any of the Covered Shares, or any options or warrants to acquire GSB Common Stock issued and outstanding pursuant to employee or director stock plans of GSB or otherwise, provided that this restriction shall not apply to shares that are hypothecated or as to which a security interest already has been granted as of the date hereof. Notwithstanding the foregoing, in the requisition case of any meeting transfer by operation of holders law subsequent to the date hereof, this Agreement shall be binding upon and inure to the transferee. (c) The Shareholder agrees that he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including but not limited to any holder of GSB Common Stock that would reasonably be expected Stock, or any officer, employee or director of GSB to, solicit from any third party any inquiries or proposals relating to prevent the disposition of GSB's business or delay assets or the successful completion business or assets of GSB, or the acquisition of GSB voting securities, or the merger of GSB with any person other than Parkway, or except as provided in Section 6.06 of the Transaction and this Merger Agreement; 4 3343471 (f) not exercise any rights of dissent or appraisal in respect of the Transaction; (g) not take or agree to take any action that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder contained in this Agreement; and (h) on or before the third (3rd) Business Day prior to the meeting of shareholders of Company called to approve the Transaction: : (i) if Shareholder is the holder of record of the Subject Shares, deliver provide any such person with information or cause to be delivered to the Company, assistance or negotiate or (ii) conduct any discussions with a copy to Buyer, a duly executed proxy or proxies any such person in respect furtherance of such Subject Shares directing the holder of such proxy inquiries or proxies to vote in favor of the Transaction Resolution and otherwise in accordance with Section 3(d)obtain a proposal. (d) The Shareholder agrees that he/she shall not, and any other documents required in accordance with the Transaction to be validly delivered in support of the Transaction Resolution, and not revoke or withdraw such proxy, proxies or other documents described in this Section 3(g)(i) without the prior written consent of BuyerParkway, sell, or offer to sell, or otherwise directly or indirectly sell, transfer or dispose of any Covered Shares. (e) This Agreement shall terminate upon the earlier to occur of: (i) the termination of the Merger Agreement by any of the parties thereto, provided that such termination is not in violation of any provision of the Merger Agreement; and or (ii) if Shareholder is subject to Section 4(d), the beneficial owner Effective Time of the Subject Shares but not the holder of record of such Subject Shares, deliver or cause to be delivered a duly executed voting instruction form to the intermediary through which Shareholder holds its beneficial interest in such Subject Shares, with a copy to Buyer, instructing that such Subject Shares be voted in favor of the Transaction Resolution and otherwise in accordance with Section 3(d), and that any other documents required in accordance with the Transaction be validly delivered in support of the Transaction Resolution, and not revoke or withdraw such instruction or other documents described in this Section 3(g)(ii) without the prior written consent of BuyerMerger.