Common use of Limitation on Conduct Prior to Effective Time of the Merger Clause in Contracts

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the earlier of the Effective Time of the Merger or the termination of the Agreement, except as expressly provided in this Agreement and subject to requirements of law and regulation, Company agrees to conduct its business in the ordinary course in substantially the manner heretofore conducted, and Company shall not, without the prior written consent of Parent; which consent shall not be unreasonably withheld or delayed: (a) issue, sell, encumber or grant (i) any Company Stock (except pursuant to the exercise of Company Stock Options outstanding as of the date hereof or Company Stock Options issued after the date hereof pursuant to the ESPP in accordance with Section 12.3), or (ii) (except pursuant to the ESPP in accordance with Section 12.3) any other securities (including long term debt) of Company, or any rights, stock appreciation rights, options or securities to acquire any Company Stock, or (iii) any other securities (including long term debt) of Company, or enter into any agreements to take any such actions; (i) declare, set aside or pay any dividend (except for the regular quarterly cash dividend declared prior to the date of this Agreement and described in Section 4.17(e)) or make any other distribution upon any of the capital stock of Company, or (ii) split, combine or reclassify any shares of capital stock or other securities of Company; (c) purchase, redeem or otherwise acquire any capital stock or other securities of Company or any rights, options, or securities to acquire any capital stock or other securities of Company (other than the issuance of Company Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms and except as expressly provided in Section 12.2 or Section 12.3); (d) except in accordance with Section 2.10 as may be required to effect the transactions contemplated herein, amend its Certificate of Incorporation or Bylaws; (e) grant any general or uniform increase in the rate of pay of employees or employee benefits other than in the ordinary course of business consistent with past practice; (f) except as required by law or by the terms of any Employee Plan or Benefit Arrangements in effect on the date hereof and disclosed in the Company Disclosure Letter, grant any increase in salary, incentive compensation or employee benefits or pay any bonus to any Person or voluntarily accelerate the vesting of any employee benefits, other than, solely with respect to employees who are not officers or members of Company’s Board of Directors and are not party to an Executive Employment Agreement, (i) payments of bonuses consistent with past practice pursuant to plans in effect on the date hereof and disclosed in the Company Disclosure Letter, and (ii) increases in salary consistent with past practice to Persons eligible for such salary increases on the regularly scheduled review dates of their employment (provided that the percentage increase in salaries for all such Persons shall not exceed four percent on average from the salaries in effect on the date of this Agreement). (g) (i) make any capital expenditure or commitments with respect thereto in excess of $100,000 in the aggregate, except for capital expenditures described in the capital expenditure budget set forth in Section 6.1(g) of the Company Disclosure Letter or (ii) materially increase the level of shipments to Company’s distributors except in the ordinary course of business and consistent with the organic growth of its business; (h) compromise or otherwise settle or adjust any assertion or claim of a deficiency in taxes (or interest thereon or penalties in connection therewith), extend the statute of limitations with any tax authority or file any pleading in court in any tax litigation or any appeal from an asserted deficiency, or amend any federal, foreign, state or local tax return, or make any tax election that is inconsistent with Company’s current tax election practices; (i) (i) change or make any tax elections or its tax or accounting policies and procedures or any method or period of accounting unless required by GAAP or a Governmental Entity or (ii) except as may be required as a result of a change in law or GAAP, change in any material respect any accounting, financial reporting, or inventory principle, practice, method or policy used by Company; (j) grant or commit to grant any extension of credit or amend the terms of any such credit outstanding on the date hereof to any executive officer, director or beneficial owner of 5% or more of the outstanding Company Stock, or any Affiliate or associate (as defined in Rule 12b-2 promulgated under the Exchange Act) of such Person; (k) close or relocate any principal offices at which business is conducted or open any new principal offices; (l) adopt or enter into any new employment agreement with any executive level employee or other employee benefit plan or arrangement or amend, modify or terminate any employment agreement or employee benefit plan or arrangement except as required by law; (m) directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Transaction (as such term is defined below), or directly or indirectly negotiate or have any discussions with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction, or agree to do any of the foregoing, or authorize any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or any other representative retained by it or any of its Affiliates (the “Representatives”) to take any such action, and will cause the Representatives not to take any such action, and Company shall promptly notify Parent (orally and in writing) of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters, including the identity of the offeror or Person making the request

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the earlier of the Effective Time of the Merger or the termination of the Agreement, except as expressly provided in this Agreement and subject to requirements of law and regulation, Company agrees and Company Sub agree to conduct its business the Business in the ordinary course in substantially the manner heretofore conductedconducted and, without limiting the generality of the foregoing, neither Company nor Company Sub shall (and to the extent an action by a Subsidiary of Company (other than Company Sub) would adversely affect Company or Company Sub or the transactions contemplated by this Agreement, Company and CXXXX shall not, cause such Subsidiary not to) without the prior written consent of Parent; , which consent shall not be unreasonably withheld or delayed: (a) issue, sell, encumber or grant grant (i) any Company Stock (except pursuant to the exercise of Company Stock Options outstanding as of the date hereof hereof) or Company Stock Options issued after the date hereof pursuant to the ESPP in accordance with Section 12.3), or Sub Stock, (ii) (except pursuant to the ESPP in accordance with Section 12.3) any other securities (including long long-term debt) of CompanyCompany or Company Sub, or any rights, stock appreciation rights, options or securities to acquire any Company Stock or Sub Stock, or or (iii) any other securities (including long term debt) of Company, or enter into any agreements to take any such of the foregoing actions; (i) declare, set aside or pay any dividend (except for the regular quarterly semi-annual cash dividend declared prior to the date of this Agreement and described in Section 4.17(e)) or make any other distribution upon any of the capital stock of CompanyCompany or Company Sub, or or (ii) split, combine or reclassify any shares of capital stock or other securities of CompanyCompany or Company Sub; (c) purchase, redeem or otherwise acquire any capital stock or other securities of Company or Company Sub or any rights, options, or securities to acquire any capital stock or other securities of Company or Company Sub (other than the issuance of Company Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms and except as expressly provided in Section 12.2 or Section 12.32.3); (d) except in accordance with Section 2.10 as may be required to effect the transactions contemplated herein, amend its Certificate of Incorporation or Bylaws; (e) grant to any employee or employees of the Business any general or uniform increase in the rate of pay of employees or employee benefits other than in the ordinary course of business consistent with past practice; (f) except as required by law or by the terms of any Employee Plan or Benefit Arrangements in effect on the date hereof and disclosed in the Company Disclosure Letter, grant to any employee of the Business any increase in salary, incentive compensation or employee benefits or pay any bonus to any such Person or voluntarily accelerate the vesting of any employee benefits, other than, solely with respect to employees who are not officers or members of Company’s Board of Directors and are not party to an Executive Employment Agreement, than (i) payments of bonuses consistent with past practice pursuant to plans in effect on the date hereof and disclosed in the Company Disclosure Letter, and (ii) increases in salary consistent with past practice to Persons eligible for such salary increases on the regularly scheduled review dates of their employment (provided that the percentage increase in salaries for all such Persons shall not exceed four percent 3.5% on average from the salaries in effect on the date of this Agreement). (g) (i) make any capital expenditure or commitments with respect thereto in excess of $25,000 individually or $100,000 in the aggregate, except for capital expenditures described in the capital expenditure budget set forth in Section 6.1(g) of the Company Disclosure Letter or (ii) materially increase the level of shipments to Company’s distributors except in the ordinary course of business and consistent with the organic growth of its business; (h) compromise or otherwise settle or adjust any assertion or claim of a deficiency in taxes (or interest thereon or penalties in connection therewith), extend the statute of limitations with any tax authority or file any pleading in court in any tax litigation or any appeal from an asserted deficiency, or amend any federal, foreign, state or local tax return, or make any tax election that is inconsistent with Company’s current tax election practices; (i) (i) change or make any tax elections or its tax or accounting policies and procedures or any method or period of accounting unless required by GAAP or a Governmental Entity or (ii) except as may be required as a result of a change in law or GAAP, change in any material respect any accounting, financial reporting, or inventory principle, practice, method or policy used by Company; (j) grant or commit to grant any extension of credit or amend the terms of any such credit outstanding on the date hereof to any executive officer, director or beneficial owner of 5% or more of the outstanding Company Stock, or any Affiliate or associate (as defined in Rule 12b-2 promulgated under the Exchange Act) of such Person; (k) close or relocate any principal offices at which business is conducted or open any new principal offices; (l) adopt or enter into any new employment agreement with any executive level employee or other employee benefit plan or arrangement or amend, modify or terminate any employment agreement or employee benefit plan or arrangement except as required by law; (m) directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Transaction (as such term is defined below), or directly or indirectly negotiate or have any discussions with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction, or agree to do any of the foregoing, or authorize any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or any other representative retained by it or any of its Affiliates (the “Representatives”) to take any such action, and will cause the Representatives not to take any such action, and Company shall promptly notify Parent (orally and in writing) of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters, including the identity of the offeror or Person making the requestor

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the earlier of the Effective Time of the Merger or the termination of the Agreement, except as expressly provided in contemplated by this Agreement and subject to requirements of law and regulation, Company agrees to conduct conduct, and to cause each Subsidiary to conduct, its business in the ordinary course in substantially the manner heretofore conducted, and and, except as provided in Section 6.1 of the Company Disclosure Letter, Company shall not, and shall cause each of its Subsidiaries not to, without the prior written consent of Parent; , which consent shall not be unreasonably withheld or delayed: (a) issue, sell, encumber sell or grant (i) any Company Stock (except pursuant to the exercise of Company Stock Options outstanding as of the date hereof or Company Stock Options issued after the date hereof pursuant to the ESPP in accordance with Section 12.3hereof), or (ii) (except pursuant to the ESPP in accordance with Section 12.3) any other securities (including long term debt) of Company, or any rights, stock appreciation rights, options or securities to acquire any Company Stock, or (iii) any other securities (including long term debt) of Company, Company or enter into any agreements to take any such actions, or authorize the issuance of any other securities in lieu of or in substitution for, shares for its capital stock; (i) declare, set aside or pay any dividend (except for the regular quarterly cash dividend declared prior to the date of this Agreement and described in Section 4.17(e)) or make any other distribution upon any of the capital stock of Company, or (ii) split, combine or reclassify any shares of capital stock or other securities of Company; (c) purchase, redeem or otherwise acquire any capital stock or other securities of Company or any rights, options, or securities to acquire any capital stock or other securities of Company (other than the issuance of Company Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms and except as expressly provided in Section 12.2 or Section 12.3)Company; (d) except in accordance with Section 2.10 as may be required to effect the transactions contemplated herein, amend its Certificate Articles of Incorporation or Bylaws; (e) grant any general or uniform increase in the rate of pay of employees or employee benefits other than in the ordinary course of business consistent with past practice; (f) except as required by law or by the terms of any Employee Plan or Benefit Arrangements provided in effect on the date hereof and disclosed in the Company Disclosure LetterArticle XII, grant any increase in salary, incentive compensation or employee benefits or pay any bonus to any Person or voluntarily accelerate the vesting of any employee benefits, other than, solely with respect to employees who are not officers or members of Company’s Board of Directors and are not party to an Executive Employment Agreement, (i) than payments of bonuses consistent with past practice pursuant to plans in effect on the date hereof and disclosed in Section 4.20 of the Company Disclosure Letter, and (ii) increases in salary consistent with past practice to Persons eligible for such salary increases on the regularly scheduled review dates of their employment (employment, provided that the percentage increase in salaries for all such Persons shall not exceed four percent on average from the salaries in effect on the date of this Agreement).average; (g) (if) make any capital expenditure or commitments with respect thereto in excess of $100,000 350,000 in the aggregate, except for capital expenditures described in the capital expenditure budget set forth in Section 6.1(g) of the Company Disclosure Letter or (ii) materially increase the level of shipments to Company’s distributors except and ordinary repairs, renewals and replacements in the ordinary course of business and consistent with the organic growth of its businesspast practice; (hg) compromise or otherwise settle or adjust any assertion or claim of a deficiency in taxes (or interest thereon or penalties in connection therewith), extend the statute of limitations with any tax authority or file any pleading in court in any tax litigation or any appeal from an asserted deficiency, or file or amend any federal, foreign, state or local tax return, or make any tax election that is inconsistent with Company’s current tax election practices; (i) (ih) change or make any tax elections or its tax or accounting policies and procedures or any method or period of accounting unless required by GAAP or a Governmental Entity or (ii) except as may be required as a result of a change in law or GAAP, change in any material respect any accounting, financial reporting, or inventory principle, practice, method or policy used by CompanyEntity; (ji) grant or commit to grant any extension of credit or amend the terms of any such credit outstanding on the date hereof to any executive officer, director or beneficial owner holder of 510% or more of the outstanding Company Stock, or any Affiliate or associate (as defined in Rule 12b-2 promulgated under the Exchange Act) of such Person; (kj) close or relocate any principal offices at which business is conducted or open any new principal offices; (lk) adopt or enter into any new employment agreement with any executive level employee or other employee benefit plan or arrangement or amend, amend or modify or terminate any employment agreement or employee benefit plan or arrangement of any such type except for such amendments as are required by lawlaw including amendments to comply with Section 409A of the Code; provided, however, that Parent shall have a reasonable opportunity to review and comment on any such amendments prior to their effectiveness; (ml) directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Transaction (as such term is defined below), or directly or indirectly negotiate or have any discussions with any Person person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction, Transaction or agree to do any of the foregoing, or authorize any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or any other representative retained by it or any of its Affiliates (the “Representatives”) to take any such action, and will cause the Representatives not to take any such action. For purposes of this Agreement, and Company “Competing Transaction” shall promptly notify Parent (orally and in writing) of all mean any of the relevant details relating following involving Company and any Person other than Parent or any of its Affiliates: any merger, consolidation, share exchange or other business combination; a sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets of Company representing 20% or more of the consolidated assets of Company; a sale of shares of capital stock (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing, the right to all inquiries acquire capital stock) by the Company, representing 20% or more of the voting power of Company; or a tender offer or exchange offer for at least 20% of the outstanding shares of Company. Company will immediately cease and proposals which it may receive relating cause to be terminated any existing activities, discussions or negotiations with any parties (other than Parent) conducted heretofore with respect to any of such matters, including the identity foregoing. Company shall take the necessary steps to inform promptly the appropriate individuals or entities referred to above of the offeror obligations undertaken in this Section. Company shall notify Parent within 48 hours of the receipt of any such inquiries, proposals or offers, the request for any such information, or the initiation or continuation of any such negotiations or discussions which are sought to be initiated or continued with Company. Notwithstanding any other provision in this Section 6.1(l), prior to the duly convened meeting of the shareholders of the Company required by Section 6.6, and subject to compliance with the other terms of this Section 6.1(l), and to first entering into a confidentiality agreement having confidentiality provisions that are no less favorable to Company than those contained in the Confidentiality Agreement, the Board of Directors of Company shall be permitted to engage in discussions or negotiations with, or provide any nonpublic information or data to, any Person making in response to an unsolicited bona fide written proposal for a Competing Transaction by such Person first made after the requestdate hereof which the Board of Directors of Company concludes in good faith (after consultation with its

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the earlier of the Effective Time of the Merger or the termination of the AgreementMerger, except as expressly provided in contemplated by this Agreement and subject to requirements of law and regulation, Company Bank agrees to conduct its business in the ordinary course in substantially the manner heretofore conductedconducted and in accordance with sound banking practices, and Company Bank shall not, without the prior written consent of Parent; BPFH, which consent BPFH shall not be unreasonably withheld withhold or delayeddelay: (a) issue, sell, encumber sell or grant (i) any Company Bank Stock (except pursuant to the exercise of Company Bank Stock Options outstanding as of the date hereof or Company Stock Options issued after the date hereof pursuant to the ESPP in accordance with Section 12.3hereof), or (ii) (except pursuant to the ESPP in accordance with Section 12.3) any other securities (including long term debt) of CompanyBank, or any rights, stock appreciation rights, options or securities to acquire any Company Bank Stock, or (iii) any other derivative securities (including long term debt) of Company, or enter into any agreements to take any such actionsBank; (ib) adjust, split, combine or reclassify any shares of its capital stock or issue any other securities in respect of, in lieu of or in substitution for shares of its capital stock, make, declare, set aside or pay any dividend (except for the regular quarterly cash dividend declared prior to the date of this Agreement and described in Section 4.17(e)) or make any other distribution upon any of the capital stock of Company, or (ii) split, combine or reclassify any shares of capital stock or other securities of CompanyBank payable in any form whatsoever, PROVIDED, HOWEVER, that Bank may pay to its shareholders a regular quarterly cash dividend in amounts and in a manner consistent with past practices, provided that such dividend shall not exceed $0.25 per share of Bank Stock per calendar quarter and provided further that Bank shall not declare or pay any dividend for the quarter in which the Closing occurs; (c) directly or indirectly purchase, redeem or otherwise acquire any capital stock or other securities of Company Bank or any rights, options, securities or securities obligations convertible into, exchangeable for or to acquire any capital stock or other convertible or derivative securities of Company (other than the issuance of Company Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms and except as expressly provided in Section 12.2 or Section 12.3)Bank; (d) except in accordance with Section 2.10 as may be required to effect the transactions contemplated herein, amend its Certificate Articles of Incorporation or Bylaws; (e) grant any general or uniform increase in the rate of pay of employees or employee benefits other than in the ordinary course of business consistent with past practice; (f) except as required by law or by the terms of any Employee Plan or Benefit Arrangements in effect on the date hereof and disclosed in the Company Disclosure Letter, grant any increase in salary, incentive compensation or employee benefits or pay any bonus to any Person or voluntarily accelerate the vesting of any employee benefits, other than, solely except for salary increases in connection with respect to employees who are not officers or members of Company’s Board of Directors regular salary reviews consistent with past practices and are not party to an Executive Employment Agreement, (i) payments of for bonuses consistent with past practice pursuant to plans in effect on the date hereof and disclosed in the Company Disclosure Letter, and (ii) increases in salary consistent with past practice to Persons eligible for such salary increases on the regularly scheduled review dates of their employment (provided that the percentage increase in salaries for all such Persons shall not exceed four percent on average from the salaries in effect on the date of this Agreement).practices; (gf) (i) make incur any capital expenditure or any obligations, liabilities or commitments with respect thereto in excess of $100,000 50,000 in the aggregate, except for capital expenditures described in the capital expenditure budget set forth in Section 6.1(g) of the Company Disclosure Letter or (ii) materially increase the level of shipments to Company’s distributors except repairs, renewals and replacements in the ordinary course of business and consistent with the organic growth of its business; (hg) compromise or otherwise settle settle, compromise or adjust any assertion or claim of a deficiency in taxes (or interest thereon or penalties in connection therewith), extend the statute of limitations with any tax authority or file any pleading in court in any tax litigation or any appeal from an asserted deficiency, or file or amend any federal, foreign, state or local tax return, or make any tax election that election; (h) grant, renew or commit to grant or renew any extension of credit if such extension of credit, together with all other credit then outstanding to the same Person and all Affiliated Persons, would exceed $500,000 on an unsecured basis, or $2,500,000 if secured by a lien on real estate or cash and if such real estate secured extension of credit is inconsistent in compliance with Company’s current tax election practicesBank's underwriting guidelines in effect on the date hereof (consent shall be deemed granted if within three (3) Business Days of written notice together with a copy of the applicable loan write up report and any other relevant documents delivered to BPFH's Chief Credit Officer, written notice of objection is not received by Bank); (i) except as set forth on SCHEDULE 6.1(i), acquire or agree to acquire, by merging or consolidating with, or by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, other business organization or any division thereof or any material amount of assets; (ij) change or make any tax elections or its tax or accounting principles, practices, policies and procedures or any method or period of accounting unless required by GAAP or by a Governmental Entity or (ii) except as may be required as a result of a change in law or GAAP, change in any material respect any accounting, financial reporting, or inventory principle, practice, method or policy used by CompanyEntity; (jk) grant or commit to grant any extension of credit or amend the terms of any such credit outstanding on the date hereof to any executive officer, director or beneficial owner holder of 510% or more of the outstanding Company Bank Stock, or any Affiliate or associate (as defined in Rule 12b-2 promulgated under the Exchange Act) of such Person, if such credit would exceed $250,000; (kl) enter into any new line of business or file any application to relocate or close or relocate any principal offices at which business is conducted or open any new principal officesoffices or materially expand the business currently conducted by Bank; (lm) adopt adopt, rename, terminate or enter into any new employment employment, severance, termination, or separation agreement with any executive level employee or other employee benefit plan Employee Plan or arrangement or amend, amend or modify or terminate any employment agreement or employee benefit plan or arrangement of any such type except for such amendments as are required by law; establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund policy or arrangement providing for any benefit to any director, officer or employee; or increase in any manner the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, in all cases, other than in the ordinary course of business consistent with past practice; (n) change any basic policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, investment securities portfolio, gap position, the manner in which the portfolio is classified or reported, personnel practices or any other material aspect of Bank's business or operations; (o) grant any Person a power of attorney or similar authority; (p) make any investment by purchase of stock or securities (including an Investment Security), contributions to capital, property transfers or purchase of any property or assets or otherwise in any other Person, except for federal funds, obligations of the United States Treasury or an agency of the United States Government the obligations of which are entitled to or implied to have the full faith and credit of the United States government and which have an original maturity not in excess of one year, and bank qualified investment grade municipal bonds, in any case, in the ordinary course of business consistent with past practices and which are not designated as trading; (q) amend or modify any Scheduled Contract or enter into any agreement or contract that would be a Scheduled Contract under Section 4.17; (r) sell, transfer, mortgage, encumber or otherwise dispose of any assets or cancel, assign, release or waive any claim or indebtedness, except in the ordinary course of business and consistent with past practices; (s) take any action which would or is reasonably likely to (i) adversely affect or delay the ability of BPFH or Bank to obtain any necessary approval of any Governmental Entity required for the transactions contemplated hereby; (ii) adversely affect or delay Bank's ability to perform its covenants and agreements under this Agreement; (iii) result in any of the conditions to the performance of BPFH's or Bank's obligations hereunder, as set forth in Articles 9, 10 or 11 herein not being satisfied; or (iv) result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect (except that where any statement in a representation or warranty expressly includes a standard of materiality or knowledge, such statement shall not be untrue as stated) at any time prior to the Effective Time, or in any of the conditions to the Merger not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (mt) directly reclassify any Investment Security from held-to-maturity or indirectly initiate, solicit or knowingly encourage available for sale to trading; (including by way u) sell any security (other than set forth in (a) hereof) other than in the ordinary course of furnishing information or assistance)business, or engage in gains trading; (v) take title to any other real property or make any new or additional equity investment in real estate or commitment to make such an investment in real estate or in any real estate development project; (w) take or cause to be taken any action which would disqualify the Merger as a "reorganization" within the meaning of Section 368(a) of the Code or prevent BPFH from accounting for the business combination to facilitatebe effected by the Merger as a pooling of interests; (x) settle any claim, action or proceeding involving any material liability or enter into any settlement agreement containing material obligations; (y) make, acquire a participation in, or voluntarily reacquire an interest in a participation sold of, any inquiries loan that is not in compliance with its normal credit underwriting standards, policies and procedures as in effect on December 31, 2000; or renew, extend the making of any proposal which constitutesmaturity of, or would reasonably be expected to lead to, any Competing Transaction (as such term is defined below), or directly or indirectly negotiate or have any discussions with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction, or agree to do alter any of the foregoingmaterial terms of any such loan for a period of greater than six months; (z) enter into or renew, amend or terminate, or authorize give notice of a proposed renewal, amendment or termination of or make any of its officerscommitment with respect to, directors (i) any lease, contract, agreement or employees commitment for office space, operations space or any investment banker, financial advisor, attorney, accountant or any other representative retained by it branch space to which Bank or any of its Affiliates subsidiaries is a party or by which Bank or its respective properties is bound; or (ii) regardless of whether consistent with past practices, any lease, contract, agreement or commitment involving an aggregate payment by or to Bank of more than $250,000 or having a term of one year or more from the “Representatives”date of execution; (aa) commit any act or omission which constitutes a material breach or default by Bank under any Regulatory Agreement or under any material contract or material license to which it is a party or by which it or its properties is bound; (bb) incur any indebtedness for borrowed money or assume, guaranty, endorse or otherwise as an accommodation become responsible for the obligations of any other person, except for (i) in connection with banking transactions with banking customers in the ordinary course of business and consistent with past practices, or (ii) short-term borrowings made at prevailing market rates and terms; (cc) agree or make any commitment to take any such action, and will cause the Representatives not to actions prohibited by this Section 6.1; (dd) take any such actionaction which would or is reasonably likely to result in or cause a material adverse change in the business, and Company shall promptly notify Parent financial condition, results of operations or prospects of Bank; or (orally and ee) take any action which would or is reasonably likely to result in writing) or cause a material adverse change in the business, financial condition or operations or prospects of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters, including the identity of the offeror or Person making the requestBank.

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the earlier of the Effective Time of the Merger or the termination of the Agreement, except as expressly provided in contemplated by this Agreement and subject to requirements of law and regulationLaw, Company agrees to conduct its business (and to cause the Company Subsidiaries to conduct their respective businesses) in the ordinary course in substantially the manner heretofore conductedconducted and in accordance with sound banking practices, and Company shall not (and shall cause the Company Subsidiaries to not), except as provided in Section 6.1 of the Company Disclosure Letter, without the prior written consent of Parent; which consent shall not be unreasonably withheld or delayed: (a) issue, sell, encumber sell or grant (i) any Company Stock (except pursuant to the exercise of Company Stock Options outstanding as of the date hereof or Company Stock Options issued after the date hereof pursuant to the ESPP in accordance with Section 12.3hereof), or (ii) (except pursuant to the ESPP in accordance with Section 12.3) any other securities (including long term debt) of CompanyCompany or the Company Subsidiaries, or any rights, stock appreciation rights, options or securities to acquire any Company Stock, or (iii) any other securities (including long term debt) of Company, Company or the Company Subsidiaries or enter into any agreements to take any such actions; (b) (i) other than dividends by a direct or indirect wholly-owned Subsidiary of Company to its parent, declare, set aside or pay any dividend (except for the regular quarterly cash dividend declared prior to the date of this Agreement and described in Section 4.17(e)) or make any other distribution upon any of the capital stock of CompanyCompany or the Company Subsidiaries; provided, however, that Company may declare and pay the regular quarterly cash dividend in respect of the second fiscal quarter of 2005 which shall not exceed $0.145 per share of Company Stock, and for fiscal quarters thereafter, consistent with its customary declaration, record and payment dates, regular quarterly cash dividends in respect of each fully completed fiscal quarter prior to the Closing Date, not to exceed the lesser of (x) $0.145 per share of Company Stock or (y) an amount per share of Company Stock equal to the quotient obtained by dividing (A) 50% of the Average Net Income of Company (where “Average Net Income” is equal to the quotient obtained by dividing (a) the sum of the net income of Company (1) for the fiscal quarter in respect of which the dividend has been declared and (2) the immediately preceding fiscal quarter by (b) two) by (B) the number of outstanding shares of Company Stock on the record date for such dividend, determined in each case without regard to any expenses or costs associated with or arising as a result of transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred); provided, further, however, that in addition to any other dividends and distributions permitted by this Agreement, the Company may also declare and pay, immediately prior to the Closing, a special cash dividend in an amount not to exceed $0.50 per share of Company Stock (the “Special Dividend”); or (ii) split, combine or reclassify any shares of capital stock or other securities of CompanyCompany or the Company Subsidiaries; (c) purchase, redeem or otherwise acquire any capital stock or other securities of Company or the Company Subsidiaries or any rights, options, or securities to acquire any capital stock or other securities of Company or the Company Subsidiaries (other than the redemption upon maturity of Company’s subordinated notes, acquisitions of Company Stock pursuant to cashless exercise provisions of any Company Stock Options or pursuant to the surrender of shares to Company or the withholding of shares by Company to cover tax withholding obligations under Company Stock Plans, and the issuance of Company Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms and except as expressly provided in Section 12.2 or Section 12.3terms); (d) except in accordance with Section 2.10 as may be required to effect the transactions contemplated herein, amend its Certificate Articles of Incorporation Incorporation, as the case may be, or Bylaws; (e) grant any general or uniform increase in the rate of pay of employees or employee benefits other than in the ordinary course of business consistent with past practicebenefits; (f) except as required by law or by the terms of any Employee Plan or Benefit Arrangements in effect on the date hereof and disclosed provided in the Company Disclosure LetterLetter and in Section 12.1, grant any increase in salary, incentive compensation or employee benefits or pay any bonus to any Person or voluntarily accelerate the vesting of any employee benefits, other than, solely with respect to employees who are not officers or members of Company’s Board of Directors and are not party to an Executive Employment Agreement, (i) than payments of bonuses consistent with past practice pursuant to plans in effect on the date hereof and disclosed in the Company Disclosure Letter, Letter and (ii) increases in salary consistent with past practice the Company’s Compensation Guidelines for 2005 to Persons eligible for such salary increases on the regularly scheduled review dates of their employment (increases, provided that the percentage increase in salaries for all such Persons shall not exceed four 3.5 percent on average from and other than a retention bonus (the salaries “Special Retention Bonus”) which may be paid to the holders of the Company Stock Options and Company Awards (other than restricted shares of Company Stock) which shall be outstanding immediately prior to the Effective Time of the Merger in effect on an amount which shall be equal to the date product of this Agreement).(x) $0.50 and (y) the number of shares of Company Stock which shall be subject to each such outstanding Company Stock Option and Company Award; (g) (i) make any capital expenditure or commitments with respect thereto in excess of $100,000 250,000 with respect to any item or project or in the aggregateaggregate with respect to any related items or projects, except for capital expenditures described in the capital expenditure budget set forth in Section 6.1(g) of the Company Disclosure Letter or (ii) materially increase the level of shipments to Company’s distributors except in the letter and ordinary course of business repairs, renewals and consistent with the organic growth of its businessreplacements; (h) compromise or otherwise settle or adjust any assertion or claim of a material deficiency in taxes (or interest thereon or penalties in connection therewith), extend the statute of limitations with any tax authority or file any pleading in court in any tax litigation or any appeal from an asserted deficiency, or file or amend any income or other material federal, foreign, state or local tax return, or make any material tax election that is inconsistent with Company’s current tax election practicespractices or that concerns a matter as to which the Company has no current tax election practice; (i) (i) change or make any tax elections or its tax or accounting policies and procedures or any method or period of accounting unless required by GAAP GAAP, regulatory accounting principles, changes in Law or a Governmental Entity or (ii) except as may be required as a result of a change in law or GAAP, change in any material respect any accounting, financial reporting, or inventory principle, practice, method or policy used by CompanyEntity; (j) other than in the ordinary course and in compliance with applicable Law, grant or commit to grant any extension of credit or amend the terms of any such credit outstanding on the date hereof to any executive officer, director or beneficial owner holder of 510% or more of the outstanding Company Stock, or any Affiliate or associate (as defined in Rule 12b-2 promulgated under the Exchange Act) of such Person; (k) close or relocate any principal offices at which business is conducted or open any new principal offices, except as described in the Company Disclosure Letter; (l) except as provided in the Company Disclosure Letter and in Section 12.1, adopt or enter into any new employment agreement with any executive level employee or other employee benefit plan or arrangement or amend, amend or modify or terminate any employment agreement or employee benefit plan or arrangement of any such type except for such amendments as are required by lawLaw; (m) directly grant any Person a power of attorney or indirectly initiatesimilar authority, solicit other than in the ordinary course of business consistent with past practice; (n) make any investment by purchase of stock or knowingly encourage securities (including by way of furnishing information or assistancean Investment Security), contributions to capital, property transfers or otherwise in any other Person, except for federal funds, obligations of the United States Treasury or an agency of the United States Government the obligations of which are entitled to or implied to have the full faith and credit of the United States government and which have an original maturity not in excess of one year, bank qualified investment grade municipal bonds, in any case, in the ordinary course of business consistent with past practices and which are not designated as trading; (o) amend, modify or renew any Scheduled Contract or enter into any agreement or contract that would be required to be a Scheduled Contract under Section 4.15; provided, that Company and any Company Subsidiary may (i) renew an existing Scheduled Contract in the ordinary course of business on substantially equivalent terms if the total obligation of the Company and any Company Subsidiary thereunder (including any cancellation or termination payments or the effect of any required minimum notice periods prior to cancellation or termination) shall not exceed $500,000, and (ii) enter into ordinary course business and operations transaction agreements that (A) do not restrict Company or the Company Subsidiaries (or any Affiliate of Company or the Company Subsidiaries or the Surviving Corporation (including Merger Sub and its Subsidiaries) after the Effective Time of the Merger) from competing in any line of business with any Person or using or employing the services of any Person or (B) call for aggregate annual payments of $250,000 or more and is not terminable on 60 days or less notice without payment of any material termination fee or penalty; (p) sell, transfer, mortgage, encumber or otherwise dispose of any assets material to the business or financial position of the Company or any Company Subsidiary or release or waive any material claim, except in the ordinary course of business and consistent with past practices; (q) take any other action to facilitate, any inquiries which would or the making of any proposal which constitutes, or would could reasonably be expected to lead to, any Competing Transaction (as such term is defined below), or directly or indirectly negotiate or have any discussions with any Person in furtherance i) materially adversely affect the ability of such inquiries or Company to obtain a Competing Transaction, any necessary approval of any Governmental Entity required for the transactions contemplated hereby; (ii) materially adversely affect Company’s ability to perform its covenants and agreements under this Agreement; or agree to or endorse any Competing Transaction, or approve or recommend, or execute or enter into, any letter of intent, agreement (iii) result in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction, or agree to do any of the foregoingconditions to the performance of Parent’s or Company’s obligations hereunder, as set forth in Articles 9, 10 or 11 herein not being satisfied; (r) make any special or extraordinary distributions or payments not in the ordinary course of business to any Person; (s) reclassify any Investment Security from held-to-maturity or available for sale to trading, unless required by changes in GAAP or regulatory accounting requirements applicable to federal savings banks and their holding companies generally or, other than in the ordinary course of business and in prior consultation with Parent, restructure or materially change its investment policies, investment securities portfolio, its hedging strategy or its gap position, through purchases, sales or otherwise, or authorize the manner in which the portfolio is classified or reported; (t) sell any security other than in the ordinary course of business, except as provided in the Company Disclosure Letter; (u) take title to any real property without conducting prior thereto any environmental investigation ordinarily undertaken consistent with past practice; (v) settle any material claim, action or proceeding involving any material liability for monetary damages or enter into any settlement agreement containing material obligations; (w) make, acquire a participation in, or reacquire an interest in a participation sold of, any loan, commitment to make a loan or other extension of credit, that is not in compliance with its normal credit underwriting standards, policies and procedures as in effect on December 31, 2004 or which would involve a credit exposure on the part of Company or any Company Subsidiary, greater than that set forth in Section 6.1(w) of the Company Disclosure Letter; (x) incur any indebtedness for borrowed money or assume, guaranty, endorse or otherwise as an accommodation become responsible for the obligations of any other person, except for (i) in connection with banking transactions in the ordinary course of business, (ii) short-term borrowings (including refinancings thereof) made at prevailing market rates and terms consistent with prior practice or (iii) interbank borrowings made in the ordinary course of its officers, directors banking business or employees or any investment banker, financial advisor, attorney, accountant or any other representative retained by it (iv) indebtedness of the Company or any of its Affiliates wholly-owned Subsidiaries to the Company or any of its wholly-owned Subsidiaries; (y) enter into any new material line of business; (z) engage in any material transaction or incur or sustain any material obligation not in the ordinary course of business consistent with past practice; (aa) adopt any stockholder rights plan, “Representatives”poison pill” or similar plan; or (bb) agree or make any commitment to take any such action, and will cause the Representatives not to take any such action, and Company shall promptly notify Parent (orally and in writing) of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters, including the identity of the offeror or Person making the requestactions prohibited by this Section 6.1.

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the earlier of the Effective Time of the Merger or the termination of the AgreementMerger, except as expressly provided in contemplated by this Agreement and subject to requirements of law and regulation, Company Coast agrees to conduct its business (and to cause CCB to conduct its business) in the ordinary course in substantially the manner heretofore conductedconducted and in accordance with sound banking practices, and Company Coast and CCB shall not, without the prior written consent of Parent; GBB, which consent GBB shall not be unreasonably withheld withhold or delayeddelay: (a) issue, sell, encumber sell or grant (i) any Company Coast Stock (except pursuant to the exercise of Company Stock Coast Options outstanding as of the date hereof or Company Stock Options issued after the date hereof pursuant to the ESPP in accordance with Section 12.3hereof), or (ii) (except pursuant to the ESPP in accordance with Section 12.3) any other securities (including long term debt) of CompanyCoast or CCB, or any rights, stock appreciation rights, options or securities to acquire any Company Coast Stock, or (iii) any other securities (including long term debt) of Company, Coast or enter into any agreements to take any such actionsCCB; (ib) declare, set aside or pay any dividend (except for the regular quarterly cash dividend declared prior to the date of this Agreement and described in Section 4.17(e)) or make any other distribution upon any of the capital stock of Company, or (ii) split, combine or reclassify any shares of capital stock or other securities of CompanyCoast or CCB, provided, however, that subject to Section 6.10, Coast may pay to its shareholders its regular cash dividend in amounts and in a manner consistent with past practices; (c) purchase, redeem or otherwise acquire any capital stock or other securities of Company Coast or CCB or any rights, options, or securities to acquire any capital stock or other securities of Company (other than the issuance of Company Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms and except as expressly provided in Section 12.2 Coast or Section 12.3)CCB; (d) except in accordance with Section 2.10 as may be required to effect the transactions contemplated herein, amend its Certificate Articles of Incorporation or Bylaws; (e) grant any general or uniform increase in the rate of pay of employees or employee benefits other than in the ordinary course of business consistent with past practicebenefits; (f) except as required by law or by the terms of any Employee Plan or Benefit Arrangements in effect on the date hereof and disclosed in the Company Disclosure Letter, grant any increase in salary, incentive compensation or employee benefits or pay any bonus to any Person or voluntarily accelerate the vesting of any employee benefits, other than, solely with respect ; except that Coast and CCB may grant such increases and pay bonuses to employees who are not officers at the vice president level or members of Company’s Board of Directors below in a manner and are not party to an Executive Employment Agreement, (i) payments of bonuses in amounts consistent with past practice pursuant to plans in effect on the date hereof and disclosed in the Company Disclosure Letter, and (ii) increases in salary consistent with past practice to Persons eligible for such salary increases on the regularly scheduled review dates of their employment (provided that the percentage increase in salaries for all such Persons shall not exceed four percent on average from the salaries in effect on the date of this Agreement).practices without obtaining GBB's prior written consent; (g) (i) make any capital expenditure or commitments with respect thereto in excess of $100,000 50,000 in the aggregate, except for capital expenditures described in the capital expenditure budget set forth in Section 6.1(g) of the Company Disclosure Letter or (ii) materially increase the level of shipments to Company’s distributors except in the ordinary course of business repairs, renewals and consistent with the organic growth of its businessreplacements; (h) compromise or otherwise settle or adjust any assertion or claim of a deficiency in taxes (or interest thereon or penalties in connection therewith), extend the statute of limitations with any tax authority or file any pleading in court in any tax litigation or any appeal from an asserted deficiency, or file or amend any federal, foreign, state or local tax return, or make any tax election that is inconsistent with Company’s current tax election practiceselection; (i) grant, renew or commit to grant or renew any extension of credit if such extension of credit, together with all other credit then outstanding to the same Person and all Affiliated Persons, would exceed $500,000 on an unsecured basis, or $1,000,000 if secured by a lien on real estate or cash and if such real estate secured extension of credit is in compliance with Coast's or CCB's underwriting guidelines in effect on the date hereof (iconsent shall be deemed granted if within two Business Days of written notice, together with a copy of the applicable loan write-up report and any other relevant documents, delivered to GBB's Chief Credit Officer, written notice of objection is not received by Coast); (j) change or make any tax elections or its tax or accounting policies and procedures or any method or period of accounting unless required by GAAP generally accepted accounting principles or a Governmental Entity or (ii) except as may be required as a result of a change in law or GAAP, change in any material respect any accounting, financial reporting, or inventory principle, practice, method or policy used by CompanyEntity; (jk) grant or commit to grant any extension of credit or amend the terms of any such credit outstanding on the date hereof to any executive officer, director or beneficial owner holder of 510% or more of the outstanding Company Coast Stock, or any Affiliate or associate (as defined in Rule 12b-2 promulgated under the Exchange Act) of such Person, if such credit would exceed $50,000; (kl) close or relocate any principal offices at which business is conducted or open any new principal offices; (lm) adopt or enter into any new employment agreement with any executive level employee or other employee benefit plan or arrangement or amend, amend or modify or terminate any employment agreement or employee benefit plan or arrangement of any such type except for such amendments as are required by law; (mn) directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or would may reasonably be expected to lead to, any Competing Transaction (as such term is defined below), or directly or indirectly negotiate or have any discussions with any Person person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or approve authorize or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction, or agree to do any of the foregoing, or authorize permit any of its or CCB's officers, directors or employees or any investment banker, financial advisor, attorney, accountant or any other representative retained by it or any of its Affiliates (the “Representatives”) to take any such action, and will cause the Representatives not to take any such action, and Company Coast shall promptly notify Parent GBB (orally and in writing) of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters, including the identity of the offeror or Person making the requestthe

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the earlier of the Effective Time of the Merger or the termination of the Agreement, except as expressly provided in contemplated by this Agreement and subject to requirements of law and regulationapplicable Laws, Company agrees to conduct its business in the ordinary course in substantially the manner heretofore conducted, and Company shall not, without the prior written consent of Parent; which consent shall not be unreasonably withheld or delayed: (a) issue, sell, encumber sell or grant (i) any Company Stock (except pursuant to the exercise of Company Stock Options outstanding as of the date hereof or Company Stock Options issued after the date hereof pursuant to the ESPP in accordance with Section 12.3hereof), or (ii) (except pursuant to the ESPP in accordance with Section 12.3) any other securities (including long term debt) of Company, or any rights, stock appreciation rights, options or securities to acquire any Company Stock, or (iii) any other securities (including long term debt) of Company, Company or enter into any agreements to take any such actions, except that the Company may continue to permit employees that are participants in the 1995 Employee Stock Purchase Plan and Trust (the “ESPP”) as of the date hereof, to continue to participate in the ESPP until the earlier of the Effective Time of the Merger or December 31, 2007, subject to the rules and restrictions of the ESPP, and the Company may issue Company Stock upon the exercise of Company Stock Options pursuant to the ESPP, provided that no employee currently participating in the ESPP may increase his or her payroll deductions, and the Company may not issue more shares than the shares specified in Section 4.2(a) of the Company Disclosure Letter; (b) (i) declare, set aside or pay any dividend (except for the regular quarterly cash dividend declared prior to the date of this Agreement and described in Section 4.17(e)) or make any other distribution upon any of the capital stock of Company, or (ii) split, combine or reclassify any shares of capital stock or other securities of Company; (c) purchase, redeem or otherwise acquire any capital stock or other securities of Company or any rights, options, or securities to acquire any capital stock or other securities of Company (other than the issuance of Company Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms and except as expressly provided in Section 12.2 or Section 12.3terms); (d) except in accordance with Section 2.10 as may be required to effect the transactions contemplated herein, amend its Certificate Articles of Incorporation or Bylawsbylaws; (e) grant any general or uniform increase in the rate of pay of employees or employee benefits other than in the ordinary course of business consistent with past practicepractices; (f) except as required by law or by the terms of any Employee Plan or Benefit Arrangements in effect on the date hereof and disclosed provided in the Company Disclosure LetterLetter and in Section 12.1, grant any increase in salary, incentive compensation or employee benefits or pay any bonus to any Person or voluntarily accelerate the vesting of any employee benefits, other than, solely with respect to employees who are not officers or members of Company’s Board of Directors and are not party to an Executive Employment Agreement, (i) than payments of bonuses consistent with past practice pursuant to plans in effect on the date hereof and disclosed in the Company Disclosure Letter, and (ii) increases in salary consistent with past practice to Persons eligible for such salary increases on the regularly scheduled review dates of their employment (employment, provided that the percentage increase in salaries for all such Persons shall not exceed four percent on average from the salaries in effect on the date and payment of this Agreement).retention bonuses to employees deemed necessary by management; (g) (i) make any capital expenditure or commitments with respect thereto in excess of $100,000 with respect to any item or project or in the aggregateaggregate with respect to any related items or projects, except for capital expenditures described in the capital expenditure budget set forth in Section 6.1(g) of the Company Disclosure Letter or (ii) materially increase the level of shipments to Company’s distributors except in the letter and ordinary course of business repairs, renewals and consistent with the organic growth of its businessreplacements; (h) compromise or otherwise settle or adjust any assertion or claim of a deficiency in taxes (or interest thereon or penalties in connection therewith), extend the statute of limitations with any tax authority or file any pleading in court in any tax litigation or any appeal from an asserted deficiency, or file or amend any federal, foreign, state or local tax return, or make any tax election that is inconsistent with Company’s current tax election practices; (i) (i) change or make any tax elections or its tax or accounting policies and procedures or any method or period of accounting unless required by GAAP GAAP, Statutory Accounting Policies or a Governmental Entity or (ii) except as may be required as a result of a change in law or GAAP, change in any material respect any accounting, financial reporting, or inventory principle, practice, method or policy used by CompanyEntity; (j) grant or commit to grant any extension of credit or amend the terms of any such credit outstanding on the date hereof to any executive officer, director or beneficial owner holder of 510% or more of the outstanding Company Stock, or any Affiliate or associate (as defined in Rule 12b-2 promulgated under the Exchange Act) of such Person; (k) close or relocate any principal offices at which business is conducted or open any new principal offices; (l) except as provided in the Company Disclosure Letter, in Section 12.1 or elsewhere in this Section 6.1, adopt or enter into any new employment agreement with any executive level employee or other employee benefit plan or arrangement or amend, amend or modify or terminate any employment agreement or employee benefit plan or arrangement of any such type except for such amendments as are required by lawapplicable Laws; (m) directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Transaction (as such term is defined below), or directly or indirectly negotiate or have any discussions with any Person person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction, Transaction or agree to do any of the foregoing, or authorize any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or any other representative retained by it or any of its Affiliates (the “Representatives”) to take any such action, and will cause the Representatives not to take any such action, and Company shall promptly notify Parent (orally and in writing) of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters. For purposes of this Agreement, including the identity “Competing Transaction” shall mean any of the offeror following involving Company and any Person other than Parent or Person making any of its Affiliates: any merger, consolidation, share exchange or other business combination; a sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets of Company representing 15% or more of the requestconsolidated assets of Company; a sale of shares of capital stock (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing, the right to acquire capital stock), representing 15% or more of the voting power of Company; or a tender offer or exchange offer for at least 15% of the outstanding shares of Company. Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than Parent) conducted heretofore with respect to any of the foregoing. Company shall take the necessary steps to inform promptly the appropriate individuals or entities referred to above of the obligations undertaken in this Section. Company shall notify Parent within 48 hours of the receipt of any such inquiries, proposals or offers, the request for any such information, or the initiation or continuation of any such negotiations or discussions which are sought to be initiated or continued with Company. Notwithstanding any other provision in this Section 6.1(m), prior to the duly convened meeting of the shareholders of the Company required by Section 6.6, and subject to compliance with the

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the earlier of the Effective Time of the Merger or the termination of the Agreement, except as expressly provided in this Agreement and subject to requirements of law and regulation, Company agrees and Company Sub agree to conduct its business the Business in the ordinary course in substantially the manner heretofore conductedconducted and, without limiting the generality of the foregoing, neither Company nor Company Sub shall (and to the extent an action by a Subsidiary of Company (other than Company Sub) would adversely affect Company or Company Sub or the transactions contemplated by this Agreement, Company and XXXXX shall not, cause such Subsidiary not to) without the prior written consent of Parent; , which consent shall not be unreasonably withheld or delayed: (a) issue, sell, encumber or grant grant (i) any Company Stock (except pursuant to the exercise of Company Stock Options outstanding as of the date hereof hereof) or Company Stock Options issued after the date hereof pursuant to the ESPP in accordance with Section 12.3), or Sub Stock, (ii) (except pursuant to the ESPP in accordance with Section 12.3) any other securities (including long long-term debt) of CompanyCompany or Company Sub, or any rights, stock appreciation rights, options or securities to acquire any Company Stock or Sub Stock, or or (iii) any other securities (including long term debt) of Company, or enter into any agreements to take any such of the foregoing actions; (i) declare, set aside or pay any dividend (except for the regular quarterly semi-annual cash dividend declared prior to the date of this Agreement and described in Section 4.17(e)) or make any other distribution upon any of the capital stock of CompanyCompany or Company Sub, or or (ii) split, combine or reclassify any shares of capital stock or other securities of CompanyCompany or Company Sub; (c) purchase, redeem or otherwise acquire any capital stock or other securities of Company or Company Sub or any rights, options, or securities to acquire any capital stock or other securities of Company or Company Sub (other than the issuance of Company Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms and except as expressly provided in Section 12.2 or Section 12.32.3); (d) except in accordance with Section 2.10 as may be required to effect the transactions contemplated herein, amend its Certificate of Incorporation or Bylaws; (e) grant to any employee or employees of the Business any general or uniform increase in the rate of pay of employees or employee benefits other than in the ordinary course of business consistent with past practice; (f) except as required by law or by the terms of any Employee Plan or Benefit Arrangements in effect on the date hereof and disclosed in the Company Disclosure Letter, grant to any employee of the Business any increase in salary, incentive compensation or employee benefits or pay any bonus to any such Person or voluntarily accelerate the vesting of any employee benefits, other than, solely with respect to employees who are not officers or members of Company’s Board of Directors and are not party to an Executive Employment Agreement, than (i) payments of bonuses consistent with past practice pursuant to plans in effect on the date hereof and disclosed in the Company Disclosure Letter, and (ii) increases in salary consistent with past practice to Persons eligible for such salary increases on the regularly scheduled review dates of their employment (provided that the percentage increase in salaries for all such Persons shall not exceed four percent 3.5% on average from the salaries in effect on the date of this Agreement). (g) (i) make any capital expenditure or commitments with respect thereto in excess of $25,000 individually or $100,000 in the aggregate, except for capital expenditures described in the capital expenditure budget set forth in Section 6.1(g) of the Company Disclosure Letter or (ii) materially increase the level of shipments to Company’s distributors except in the ordinary course of business and consistent with the organic growth of its business; (h) compromise or otherwise settle or adjust any assertion or claim of a deficiency in taxes (or interest thereon or penalties in connection therewith), extend the statute of limitations with any tax authority or file any pleading in court in any tax litigation or any appeal from an asserted deficiency, or amend any federal, foreign, state or local tax return, or make any tax election that is inconsistent with Company’s current tax election practices; (i) (i) change or make any tax elections or its tax or accounting policies and procedures or any method or period of accounting unless required by GAAP or a Governmental Entity or (ii) except as may be required as a result of a change in law or GAAP, change in any material respect any accounting, financial reporting, or inventory principle, practice, method or policy used by Company; (j) grant or commit to grant any extension of credit or amend the terms of any such credit outstanding on the date hereof to any executive officer, director or beneficial owner of 5% or more of the outstanding Company Stock, or any Affiliate or associate (as defined in Rule 12b-2 promulgated under the Exchange Act) of such Person; (k) close or relocate any principal offices at which business is conducted or open any new principal offices; (l) adopt or enter into any new employment agreement with any executive level employee or other employee benefit plan or arrangement or amend, modify or terminate any employment agreement or employee benefit plan or arrangement except as required by law; (m) directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Transaction (as such term is defined below), or directly or indirectly negotiate or have any discussions with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction, or agree to do any of the foregoing, or authorize any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or any other representative retained by it or any of its Affiliates (the “Representatives”) to take any such action, and will cause the Representatives not to take any such action, and Company shall promptly notify Parent (orally and in writing) of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters, including the identity of the offeror or Person making the requestor

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the earlier of the Effective Time of the Merger or the termination of the Agreement, except as expressly provided in contemplated by this Agreement and subject to requirements of law and regulation, Company agrees to conduct conduct, and to cause each Subsidiary to conduct, its business in the ordinary course in substantially the manner heretofore conducted, and and, except as provided in Section 6.1 of the Company Disclosure Letter, Company shall not, and shall cause each of its Subsidiaries not to, without the prior written consent of Parent; , which consent shall not be unreasonably withheld or delayed: (a) issue, sell, encumber sell or grant (i) any Company Stock (except pursuant to the exercise of Company Stock Options outstanding as of the date hereof or Company Stock Options issued after the date hereof pursuant to the ESPP in accordance with Section 12.3hereof), or (ii) (except pursuant to the ESPP in accordance with Section 12.3) any other securities (including long term debt) of Company, or any rights, stock appreciation rights, options or securities to acquire any Company Stock, or (iii) any other securities (including long term debt) of Company, Company or enter into any agreements to take any such actions, or authorize the issuance of any other securities in lieu of or in substitution for, shares for its capital stock; (b) (i) declare, set aside or pay any dividend (except for the regular quarterly cash dividend declared prior to the date of this Agreement and described in Section 4.17(e)) or make any other distribution upon any of the capital stock of Company, or (ii) split, combine or reclassify any shares of capital stock or other securities of Company; (c) purchase, redeem or otherwise acquire any capital stock or other securities of Company or any rights, options, or securities to acquire any capital stock or other securities of Company (other than the issuance of Company Stock upon the exercise of Company Stock Options that are outstanding as of the date hereof in accordance with their present terms and except as expressly provided in Section 12.2 or Section 12.3)Company; (d) except in accordance with Section 2.10 as may be required to effect the transactions contemplated herein, amend its Certificate Articles of Incorporation or Bylaws; (e) grant any general or uniform increase in the rate of pay of employees or employee benefits other than in the ordinary course of business consistent with past practice; (f) except as required by law or by the terms of any Employee Plan or Benefit Arrangements provided in effect on the date hereof and disclosed in the Company Disclosure LetterArticle XII, grant any increase in salary, incentive compensation or employee benefits or pay any bonus to any Person or voluntarily accelerate the vesting of any employee benefits, other than, solely with respect to employees who are not officers or members of Company’s Board of Directors and are not party to an Executive Employment Agreement, (i) than payments of bonuses consistent with past practice pursuant to plans in effect on the date hereof and disclosed in Section 4.20 of the Company Disclosure Letter, and (ii) increases in salary consistent with past practice to Persons eligible for such salary increases on the regularly scheduled review dates of their employment (employment, provided that the percentage increase in salaries for all such Persons shall not exceed four percent on average from the salaries in effect on the date of this Agreement).average; (g) (if) make any capital expenditure or commitments with respect thereto in excess of $100,000 350,000 in the aggregate, except for capital expenditures described in the capital expenditure budget set forth in Section 6.1(g) of the Company Disclosure Letter or (ii) materially increase the level of shipments to Company’s distributors except and ordinary repairs, renewals and replacements in the ordinary course of business and consistent with the organic growth of its businesspast practice; (hg) compromise or otherwise settle or adjust any assertion or claim of a deficiency in taxes (or interest thereon or penalties in connection therewith), extend the statute of limitations with any tax authority or file any pleading in court in any tax litigation or any appeal from an asserted deficiency, or file or amend any federal, foreign, state or local tax return, or make any tax election that is inconsistent with Company’s current tax election practices; (i) (ih) change or make any tax elections or its tax or accounting policies and procedures or any method or period of accounting unless required by GAAP or a Governmental Entity or (ii) except as may be required as a result of a change in law or GAAP, change in any material respect any accounting, financial reporting, or inventory principle, practice, method or policy used by CompanyEntity; (ji) grant or commit to grant any extension of credit or amend the terms of any such credit outstanding on the date hereof to any executive officer, director or beneficial owner holder of 510% or more of the outstanding Company Stock, or any Affiliate or associate (as defined in Rule 12b-2 promulgated under the Exchange Act) of such Person; (kj) close or relocate any principal offices at which business is conducted or open any new principal offices; (lk) adopt or enter into any new employment agreement with any executive level employee or other employee benefit plan or arrangement or amend, amend or modify or terminate any employment agreement or employee benefit plan or arrangement of any such type except for such amendments as are required by lawlaw including amendments to comply with Section 409A of the Code; provided, however, that Parent shall have a reasonable opportunity to review and comment on any such amendments prior to their effectiveness; (ml) directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Transaction (as such term is defined below), or directly or indirectly negotiate or have any discussions with any Person person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction, Transaction or agree to do any of the foregoing, or authorize any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or any other representative retained by it or any of its Affiliates (the “Representatives”) to take any such action, and will cause the Representatives not to take any such action, and Company shall promptly notify Parent (orally and in writing) of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters, including the identity of the offeror or Person making the requestother