Common use of Negotiations with Other Parties Clause in Contracts

Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person or any group of Persons other than the other party to this Agreement or any of its affiliates (a “Potential Acquiror”) concerning any Acquisition Proposal (as defined in Section 6.8(c) of this Agreement) other than as expressly provided in this Agreement. Eastern will promptly inform ProAssurance of any serious, bona fide inquiry it may receive with respect to any Acquisition Proposal and shall furnish to ProAssurance a copy thereof. (b) Nothing contained in this Agreement shall prohibit Eastern or its Board of Directors from making such disclosures to its shareholders as are required under the Securities Act or by the Nasdaq Global Market or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern from either furnishing information to, or entering into discussions or negotiations with, any Person or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders of Eastern an Acquisition Proposal from any Person or group of Persons, if the Board of Directors of Eastern determines in good faith that such action is appropriate in furtherance of the best interests of the corporation in accordance with the PBCL. In connection with any such determination, (i) Eastern shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such person, entity or group, (ii) Eastern will disclose to ProAssurance that it is furnishing information to, or entering into discussions or negotiations with, such Person or group of Persons, which disclosure shall describe the terms thereof (but need not identify the person, entity or group making the offer), (iii) prior to furnishing such information to such Person or group of Persons, Eastern shall enter into a written agreement with such Person or group of Persons which provides for, among other things, (A) the furnishing to Eastern of information regarding such Person or group of Persons that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; (B) the confidentiality of all non-public information furnished to such Person or group of Persons by Eastern; and (C) procedures reasonably satisfactory to Eastern that are designed to restrict or limit the provision of information regarding Eastern that could be used to the competitive disadvantage of Eastern, or in a manner that would be detrimental to the interests of its shareholders; (iv) Eastern will not furnish any non-public information regarding ProAssurance or the transactions contemplated hereby; and (v) Eastern will keep ProAssurance informed of the status of any such discussions or negotiations (provided that Eastern shall not be required to disclose to ProAssurance confidential information concerning the business or operations of such Person or group of Persons). (c) As used in this Agreement, “Acquisition Proposal” means (i) any proposal pursuant to which any Person or group of Persons, other than ProAssurance or Eastern, would acquire or participate in a merger or other business combination involving Eastern or any of the Eastern Subsidiaries, directly or indirectly; (ii) any proposal for a transaction or series of transactions that would result in any Person or group of Persons, other than ProAssurance or Eastern, having the right to vote, or direct the vote of, 10% or more of the capital stock of Eastern or any of the Eastern Subsidiaries entitled to vote thereon for the election of directors; (iii) any proposal for a transaction or series of transactions that would result in any Person acquiring 10% or more of the assets of Eastern or any of the Eastern Subsidiaries, other than in the ordinary course of business; (iv) any proposal for a transaction or series of transactions that would result in any Person being the beneficial owner of more than 10% of the outstanding capital stock of Eastern or any of the Eastern Subsidiaries, other than as contemplated by this Agreement; or (v) any proposal for a transaction similar to the foregoing.

Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern NCRIC shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person or any group of Persons other than the other party to this Agreement or any of its affiliates (a “Potential Acquiror”"POTENTIAL ACQUIROR") concerning any Acquisition Proposal (as defined in this Section 6.8(c) of this Agreement6.11) other than as expressly provided in this Agreement. Eastern NCRIC will promptly inform ProAssurance PRA of any serious, bona fide inquiry it may receive with respect to any Acquisition Proposal and shall furnish to ProAssurance PRA a copy thereof. (b) Nothing contained in this Agreement shall prohibit Eastern NCRIC or its Board of Directors from making such disclosures to its shareholders stockholders as are required under applicable law or the Securities Act rules of the NASD or by the Nasdaq Global National Market or from taking and disclosing to its shareholders stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern NCRIC from either furnishing information to, or entering into discussions or negotiations with, any Person or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders stockholders of Eastern NCRIC an Acquisition Proposal from any Person or group of Persons, if the Board of Directors of Eastern NCRIC determines in good faith that such action is appropriate in furtherance of the best interests of the corporation in accordance with the PBCLstockholders. In connection with any such determination, (i) Eastern NCRIC shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such person, entity or group, (ii) Eastern NCRIC will disclose to ProAssurance PRA that it is furnishing information to, or entering into discussions or negotiations with, such Person or group of Persons, which disclosure shall describe the terms thereof (but need not identify the person, entity or group making the offer), (iii) prior to furnishing such information to such Person or group of Persons, Eastern NCRIC shall enter into a written agreement with such Person or group of Persons which provides for, among other things, (A) the furnishing to Eastern NCRIC of information regarding such Person or group of Persons that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; (B) the confidentiality of all non-public information furnished to such Person or group of Persons by EasternNCRIC; and (C) procedures reasonably satisfactory to Eastern NCRIC that are designed to restrict or limit the provision of information regarding Eastern NCRIC that could be used to the competitive disadvantage of EasternNCRIC, or in a manner that would be detrimental to the interests of its shareholdersstockholders; (iv) Eastern NCRIC will not furnish any non-public information regarding ProAssurance PRA or the transactions contemplated hereby; and (v) Eastern NCRIC will keep ProAssurance PRA informed of the status of any such discussions or negotiations (provided that Eastern NCRIC shall not be required to disclose to ProAssurance PRA confidential information concerning the business or operations of such Person or group of Persons). (c) As used in this Agreement, “Acquisition Proposal” "ACQUISITION PROPOSAL" means (i) any proposal pursuant to which any Person or group of Persons, other than ProAssurance PRA or EasternNCRIC, would acquire or participate in a merger or other business combination involving Eastern NCRIC or any of the Eastern NCRIC Subsidiaries, directly or indirectly; (ii) any proposal for a transaction or series of transactions that would result in by which any Person or group of Persons, other than ProAssurance PRA or EasternNCRIC, having would acquire the right to vote, or direct the vote of, 1025% or more of the capital stock of Eastern or NCRIC of any of the Eastern NCRIC Subsidiaries entitled to vote thereon for the election of directors; (iii) any proposal for a transaction or series acquisition of transactions that would result in any Person acquiring 1025% or more of the assets of Eastern NCRIC or any of the Eastern NCRIC Subsidiaries, other than in the ordinary course of business; (iv) any proposal for a transaction or series acquisition in excess of transactions that would result in any Person being the beneficial owner of more than 10% [25]% of the outstanding capital stock of Eastern NCRIC or any of the Eastern NCRIC Subsidiaries, other than as contemplated by this Agreement; or (v) any proposal for a transaction similar to the foregoing.

Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern PIC WISCONSIN shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person or any group of Persons other than the other party to this Agreement or any of its affiliates (a “"Potential Acquiror”") concerning any Acquisition Proposal (as defined in this Section 6.8(c) of this Agreement7.11) other than as expressly provided in this Agreement. Eastern PIC WISCONSIN will promptly inform ProAssurance PRA of any serious, bona fide inquiry it may receive with respect to any Acquisition Proposal and shall furnish to ProAssurance PRA a copy thereof. (b) Nothing contained in this Agreement shall prohibit Eastern or its Board of Directors from making such disclosures to its shareholders as are required under the Securities Act or by the Nasdaq Global Market or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern PIC WISCONSIN from either furnishing information to, or entering into discussions or negotiations with, any Person or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders of Eastern PIC WISCONSIN an Acquisition Proposal from any Person or group of Persons, if the Board of Directors of Eastern PIC WISCONSIN determines in good faith that such action is appropriate in furtherance of the best interests of the corporation in accordance with the PBCLshareholders. In connection with any such determination, (i) Eastern PIC WISCONSIN shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such person, entity or group, (ii) Eastern PIC WISCONSIN will disclose to ProAssurance PRA that it is furnishing information to, or entering into discussions or negotiations with, such Person or group of Persons, which disclosure shall describe the terms thereof (but need not identify the person, entity or group making the offer), (iii) prior to furnishing such information to such Person or group of Persons, Eastern PIC WISCONSIN shall enter into a written agreement with such Person or group of Persons which provides for, among other things, (A) the furnishing to Eastern PIC WISCONSIN of information regarding such Person or group of Persons that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; (B) the confidentiality of all non-public information furnished to such Person or group of Persons by EasternPIC WISCONSIN; and (C) procedures reasonably satisfactory to Eastern PIC WISCONSIN that are designed to restrict or limit the provision of information regarding Eastern PIC WISCONSIN that could be used to the competitive disadvantage of EasternPIC WISCONSIN, or in a manner that would be detrimental to the interests of its shareholders; (iv) Eastern will not furnish any non-public information regarding ProAssurance or the transactions contemplated hereby; and (v) Eastern will keep ProAssurance informed of the status of any such discussions or negotiations (provided that Eastern shall not be required to disclose to ProAssurance confidential information concerning the business or operations of such Person or group of Persons). (c) As used in this Agreement, “Acquisition Proposal” means (i) any proposal pursuant to which any Person or group of Persons, other than ProAssurance or Eastern, would acquire or participate in a merger or other business combination involving Eastern or any of the Eastern Subsidiaries, directly or indirectly; (ii) any proposal for a transaction or series of transactions that would result in any Person or group of Persons, other than ProAssurance or Eastern, having the right to vote, or direct the vote of, 10% or more of the capital stock of Eastern or any of the Eastern Subsidiaries entitled to vote thereon for the election of directors; (iii) any proposal for a transaction or series of transactions that would result in any Person acquiring 10% or more of the assets of Eastern or any of the Eastern Subsidiaries, other than in the ordinary course of business; (iv) any proposal for a transaction or series of transactions that would result in any Person being the beneficial owner of more than 10% of the outstanding capital stock of Eastern or any of the Eastern Subsidiaries, other than as contemplated by this Agreement; or (v) any proposal for a transaction similar to the foregoing.;

Negotiations with Other Parties. (a) So Subject to Section 7.9(b), so long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern PICA shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person or any group of Persons other than the other party to this Agreement or any of its affiliates Affiliates (a “Potential Acquiror”) concerning any Acquisition Proposal (as defined in this Section 6.8(c) of this Agreement7.9) other than as expressly provided in this Agreement. Eastern PICA will promptly inform ProAssurance PRA of any serious, bona fide inquiry it may receive receives with respect to any Acquisition Proposal and shall furnish to ProAssurance a copy thereofthe information required in Section 7.9(b). (b) Nothing contained in this Agreement shall prohibit Eastern or its Board of Directors from making such disclosures to its shareholders as are required under the Securities Act or by the Nasdaq Global Market or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern PICA from either furnishing information to, or entering into discussions or negotiations with, any Person or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders Eligible Members of Eastern PICA an Acquisition Proposal from any Person or group of Persons, if the Board of Directors of Eastern PICA determines in good faith that such action is appropriate in furtherance of the best interests of the corporation in accordance with the PBCLMembers. In connection with any such determination, (i) Eastern PICA shall direct its representatives, officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such personPerson, entity or groupgroup of Persons, (ii) Eastern PICA will disclose to ProAssurance PRA that it is furnishing information to, or entering into discussions or negotiations with, such Person or group of Persons, which disclosure shall describe the terms thereof (but need not identify the personPerson, entity or group of Persons making the offer), (iii) prior to furnishing such information to such Person or group of Persons, Eastern PICA shall enter into a written agreement with such Person or group of Persons which provides for, among other things, (A) the furnishing to Eastern PICA of information regarding such Person or group of Persons that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; (B) the confidentiality of all non-public information furnished to such Person or group of Persons by EasternPICA; and (C) procedures reasonably satisfactory to Eastern PICA that are designed to restrict or limit the provision of information regarding Eastern PICA that could be used to the competitive disadvantage of Eastern, PICA or in a manner that would be detrimental to the interests of its shareholdersPRA; (iv) Eastern PICA will not furnish any non-public information regarding ProAssurance PRA or the transactions contemplated hereby; and (v) Eastern PICA will keep ProAssurance PRA informed of the status of any such discussions or negotiations (provided that Eastern PICA shall not be required to disclose to ProAssurance PRA confidential information concerning the business or operations of such Person or group of Persons). (c) As used in this Agreement, “Acquisition Proposal” means (i) any proposal pursuant to which any Person or group of Persons, other than ProAssurance PRA or EasternPICA, would acquire or participate in a merger merger, consolidation, or other business combination involving Eastern PICA or any of the Eastern PICA Subsidiaries, directly or indirectly; (ii) any proposal for a transaction or series of transactions that would result in by which any Person or group of Persons, other than ProAssurance PRA or EasternPICA, having would acquire a substantial equity interest in PICA or any of the PICA Subsidiaries, including the right to vote, or direct the vote of, 10% or more of the capital stock (following a reorganization or conversion) of Eastern PICA or any of the Eastern PICA Subsidiaries entitled to vote thereon for the election of directors; (iii) any proposal for a transaction or series acquisition of transactions that would result in any Person acquiring 10% or more of the assets of Eastern PICA or any of the Eastern PICA Subsidiaries, other than in the ordinary course of business; (iv) any proposal for a transaction or series acquisition in excess of transactions that would result in any Person being the beneficial owner of more than 10% of the outstanding capital stock (following a reorganization or conversion) of Eastern PICA or any of the Eastern PICA Subsidiaries, other than as contemplated by this Agreement; or (v) any proposal for a acquisition of control (as defined under the Insurance Laws) of PICA or any PICA Subsidiary; or (vi) any transaction similar to the foregoing.

Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern neither Professionals Group, on the one hand, nor PPTF, on the other hand, shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person person or entity or any group of Persons persons or entities other than the other party to this Agreement or any of its affiliates (a “"Potential Acquiror”") concerning any Acquisition Proposal (as defined in this Section 6.8(c) of this Agreement6.13) other than as expressly provided in pursuant to this Agreement. Eastern PPTF will promptly inform ProAssurance Professionals Group, and Professionals Group will promptly inform PPTF, of any serious, bona fide inquiry it may receive with respect to any Acquisition Proposal and each shall furnish to ProAssurance the other a copy thereof. (b) Nothing contained in this Agreement shall prohibit Eastern Professionals Group or its Board of Directors from making such disclosures to its shareholders stockholders as are required under applicable law or the Securities Act rules of the NASD or by the Nasdaq Global Market or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange ActNational Market. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern Professionals Group from either furnishing information to, or entering into discussions or negotiations with, any Person person or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders of Eastern an entity that makes a Acquisition Proposal from any Person or group of Persons, if if: (A) the Board of Directors of Eastern Professionals Group, after consultation with and receiving the advice of its legal counsel and financial advisors, determines in good faith that such action is appropriate in furtherance necessary or required for the Board of the best interests Directors of the corporation in accordance Professionals Group to comply with the PBCL. In connection with any such determinationits fiduciary duties to its stockholders under applicable law or its Articles of Incorporation or Bylaws, (iB) Eastern shall direct its officers and other appropriate personnel prior to cooperate with and be reasonably available furnishing such information to, or entering into discussions or negotiations with, such person or entity, Professionals Group discloses to consult with any such person, entity or group, (ii) Eastern will disclose to ProAssurance PPTF that it is furnishing information to, or entering into discussions or negotiations with, such Person person or group of Personsentity, which disclosure notice shall describe the terms thereof (but need not identify the person, person or entity or group making the offer), (iiiC) prior to furnishing such information to such Person person or group of Personsentity, Eastern shall enter into a written agreement with Professionals Group receives from such Person person or group of Persons which provides forentity an executed confidentiality agreement, among other things, (A) the furnishing to Eastern of information regarding such Person or group of Persons that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; (B) the confidentiality of all non-public information furnished to such Person or group of Persons by Eastern; and (CD) procedures reasonably satisfactory to Eastern that are designed to restrict or limit the provision of information regarding Eastern that could be used to the competitive disadvantage of Eastern, or in a manner that would be detrimental to the interests of its shareholders; (iv) Eastern will not furnish any non-public information regarding ProAssurance or the transactions contemplated hereby; and (v) Eastern will keep ProAssurance Professionals Group keeps PPTF informed promptly of the status (including the terms, but any disclosure of terms shall be covered by a confidentiality agreement) of any such discussions or negotiations (provided that Eastern that, Professionals Group shall not be required to disclose to ProAssurance PPTF confidential information concerning the business or operations of such Person the person or group entity making the expression of Personsinterest). Subject to the preceding sentence, the Board of Directors of Professionals Group may approve and recommend to the stockholders of Professionals Group an Acquisition Proposal from a Potential Acquiror. (c) Nothing contained in this Agreement shall prohibit PPTF or its Board of Trustees from making such disclosures to its Eligible Members as are required under the Florida Insurance Code and the FBCA. Nothing contained in this Agreement shall prohibit the Board of Trustees of PPTF from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes a Acquisition Proposal if: (A) the Board of Trustees of PPTF, after consultation with and receiving the advice of its legal counsel and financial advisors, determines in good faith that such action is necessary or required for the Board of Trustees of PPTF to comply with its fiduciary duties to its Eligible Members under applicable law or the PPTF Charter Documents, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, PPTF discloses to Professionals Group that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, which notice shall describe the terms thereof (but need not identify the person or entity making the offer), (C) prior to furnishing such information to such person or entity, PPTF receives from such person or entity an executed confidentiality agreement, and (D) PPTF keeps Professionals Group informed promptly of the status (including the terms, but any disclosure of terms shall be covered by a confidentiality agreement) of any such discussions or negotiations (provided that, PPTF shall not be required to disclose to Professionals Group confidential information concerning the business or operations of the person or entity making the expression of interest). Subject to the preceding sentence, the Board of Trustees of PPTF may approve and recommend to the Voting Members of PPTF an Acquisition Proposal from a Potential Acquiror. (d) As used in this Agreement, “"Acquisition Proposal” " means any (i) any proposal pursuant to which any Person corporation, partnership, person or group of Personsother entity or group, other than ProAssurance Professionals Group or EasternPPTF, would acquire or participate in a merger or other business combination involving Eastern Professionals Group or any of the Eastern Professionals Group Subsidiaries, on the one hand, or PPTF or the PPTF Subsidiary, on the other hand, directly or indirectly; (ii) proposal by which any proposal for a transaction corporation, partnership, person or series of transactions that would result in any Person other entity or group of Personsgroup, other than ProAssurance Professionals Group or EasternPPTF, having would acquire the right to vote, or direct the vote of, 10% or more of the capital stock of Eastern Professionals Group or any of the Eastern Subsidiaries Professionals Group Subsidiaries, on the one hand, or PPTF or the PPTF Subsidiary, on the other hand, entitled to vote thereon for the election of directors; (iii) any proposal for a transaction or series acquisition of transactions that would result in any Person acquiring 10% or more of the assets of Eastern Professionals Group or any of the Eastern Professionals Group Subsidiaries, on the one hand, or PPTF or the PPTF Subsidiary, on the other hand, other than in the ordinary course of business; or (iv) any proposal for a transaction or series acquisition in excess of transactions that would result in any Person being the beneficial owner of more than 10% of the outstanding capital stock of Eastern Professionals Group or any of the Eastern Professionals Group Subsidiaries, on the one hand, or PPTF or the PPTF Subsidiary, on the other hand, other than as contemplated by this Agreement; or (v) any proposal for a transaction similar to the foregoing.

Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern neither Professionals Group, on the one hand, nor PPTF, on the other hand, shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person person or entity or any group of Persons persons or entities other than the other party to this Agreement or any of its affiliates (a “"Potential Acquiror”") concerning any Acquisition Proposal (as defined in this Section 6.8(c) of this Agreement6.13) other than as expressly provided in this Agreement. Eastern PPTF will promptly inform ProAssurance Professionals Group, and Professionals Group will promptly inform PPTF, of any serious, bona fide inquiry it may receive with respect to any Acquisition Proposal and each shall furnish to ProAssurance the other a copy thereof. (b) Nothing contained in this Agreement shall prohibit Eastern Professionals Group or its Board of Directors from making such disclosures to its shareholders stockholders as are required under applicable law or the Securities Act rules of the NASD or by the Nasdaq Global Market or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange ActNational Market. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern Professionals Group from either furnishing information to, or entering into discussions or negotiations with, any Person person or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders of Eastern an entity that makes a Acquisition Proposal from any Person or group of Persons, if if: (A) the Board of Directors of Eastern Professionals Group, after consultation with and receiving the advice of its legal counsel and financial advisors, determines in good faith that such action is appropriate in furtherance necessary or required for the Board of the best interests Directors of the corporation in accordance Professionals Group to comply with the PBCL. In connection with any such determinationits fiduciary duties to its stockholders under applicable law or its Articles of Incorporation or Bylaws, (iB) Eastern shall direct its officers and other appropriate personnel prior to cooperate with and be reasonably available furnishing such information to, or entering into discussions or negotiations with, such person or entity, Professionals Group discloses to consult with any such person, entity or group, (ii) Eastern will disclose to ProAssurance PPTF that it is furnishing information to, or entering into discussions or negotiations with, such Person person or group of Personsentity, which disclosure notice shall describe the terms thereof (but need not identify the person, person or entity or group making the offer), (iiiC) prior to furnishing such information to such Person person or group of Personsentity, Eastern shall enter into a written agreement with Professionals Group receives from such Person person or group of Persons which provides forentity an executed confidentiality agreement, among other things, (A) the furnishing to Eastern of information regarding such Person or group of Persons that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; (B) the confidentiality of all non-public information furnished to such Person or group of Persons by Eastern; and (CD) procedures reasonably satisfactory to Eastern that are designed to restrict or limit the provision of information regarding Eastern that could be used to the competitive disadvantage of Eastern, or in a manner that would be detrimental to the interests of its shareholders; (iv) Eastern will not furnish any non-public information regarding ProAssurance or the transactions contemplated hereby; and (v) Eastern will keep ProAssurance Professionals Group keeps PPTF informed promptly of the status (including the terms, but any disclosure of terms shall be covered by a confidentiality agreement) of any such discussions or negotiations (provided that Eastern that, Professionals Group shall not be required to disclose to ProAssurance PPTF confidential information concerning the business or operations of such Person the person or group entity making the expression of Personsinterest). Subject to the preceding sentence, the Board of Directors of Professionals Group may approve and recommend to the stockholders of Professionals Group an Acquisition Proposal from a Potential Acquiror. (c) Nothing contained in this Agreement shall prohibit PPTF or its Board of Trustees from making such disclosures to its Eligible Members as are required under the Florida Insurance Code and the FBCA. Nothing contained in this Agreement shall prohibit the Board of Trustees of PPTF from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes a Acquisition Proposal if: (A) the Board of Trustees of PPTF, after consultation with and receiving the advice of its legal counsel and financial advisors, determines in good faith that such action is necessary or required for the Board of Trustees of PPTF to comply with its fiduciary duties to its Eligible Members under applicable law or the PPTF Charter Documents, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, PPTF discloses to Professionals Group that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, which notice shall describe the terms thereof (but need not identify the person or entity making the offer), (C) prior to furnishing such information to such person or entity, PPTF receives from such person or entity an executed confidentiality agreement, and (D) PPTF keeps Professionals Group informed promptly of the status (including the terms, but any disclosure of terms shall be covered by a confidentiality agreement) of any such discussions or negotiations (provided that, PPTF shall not be required to disclose to Professionals Group confidential information concerning the business or operations of the person or entity making the expression of interest) provided, however, that if the person or entity making such Acquisition Proposal, or any associate, or affiliate or predecessor-in-interest of such person or entity, has more than 5.99% of the physicians medical malpractice insurance market in the State of Florida based on gross written premiums, then unless and until PPTF shall have been permitted to conduct and complete, to its satisfaction, a full and complete due diligence inquiry of such person or entity, PPTF shall neither provide such person or entity with any information, data, reports, analyses, compilations, studies, interpretations, projections, forecasts, records or materials pertaining to PPTF or the PPTF Subsidiary nor permit such person or entity to conduct any due diligence inquiry of PPTF or the PPTF Subsidiary on any premises owned, leased or utilized by PPTF. Subject to the preceding sentence, the Board of Trustees of PPTF may approve and recommend to the Voting Members of PPTF an Acquisition Proposal from a Potential Acquiror. (d) As used in this Agreement, “"Acquisition Proposal” " means any (i) any proposal pursuant to which any Person corporation, partnership, person or group of Personsother entity or group, other than ProAssurance Professionals Group or EasternPPTF, would acquire or participate in a merger or other business combination involving Eastern Professionals Group or any of the Eastern Professionals Group Subsidiaries, on the one hand, or PPTF or the PPTF Subsidiary, on the other hand, directly or indirectly; (ii) proposal by which any proposal for a transaction corporation, partnership, person or series of transactions that would result in any Person other entity or group of Personsgroup, other than ProAssurance Professionals Group or EasternPPTF, having would acquire the right to vote, or direct the vote of, 10% or more of the capital stock of Eastern Professionals Group or any of the Eastern Subsidiaries Professionals Group Subsidiaries, on the one hand, or the PPTF Subsidiary, on the other hand, entitled to vote thereon for the election of directors; (iii) proposal by which any proposal corporation, partnership, person or other entity or group, other than Professionals Group or PPTF, would acquire the right to vote 10% or more of the "In-Force PPTF Policies" (as defined in this Section 6.13(d)), entitled to vote thereon for a transaction or series the election of transactions that would result in any Person acquiring trustees; (iv) acquisition of 10% or more of the assets of Eastern Professionals Group or any of the Eastern Professionals Group Subsidiaries, other than in the ordinary course of business; (ivv) any proposal for a transaction acquisition of 10% or series more of transactions that would result the assets of PPTF or the PPTF Subsidiary, other than in any Person being the beneficial owner ordinary course of more than business; (vi) acquisition in excess of 10% of the outstanding capital stock of Eastern Professionals Group or any of the Eastern Professionals Group Subsidiaries, on the one hand, or the PPTF Subsidiary, on the other hand, other than as contemplated by this Agreement; or (vvii) any proposal for acquisition in excess of 10% of the outstanding In-Force PPTF Policies, other than as contemplated by this Agreement. As used in this Agreement, "In-Force PPTF Policies" means an Individual Indemnity Agreement, a transaction similar to the foregoingGroup Indemnity Agreement, a Master Indemnity Agreement or a Physician Hospital Organization Indemnity Agreement, issued by PPTF.

Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern neither PICM, on the one hand, nor MAI, on the other hand, shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person person or entity or any group of Persons persons or entities other than the other party to this Agreement or any of its affiliates (a “"Potential Acquiror”") concerning any Acquisition Proposal (as defined in this Section 6.8(c) of this Agreement8.7) other than as expressly provided in this Agreement. Eastern MAI will promptly inform ProAssurance PICM, and PICM will promptly inform MAI, of any serious, bona fide inquiry it may receive with respect to any Acquisition Proposal and each shall furnish to ProAssurance the other a copy thereof. (b) Nothing contained in this Agreement shall prohibit Eastern PICM or its Board of Directors from making such disclosures to its shareholders stockholders as are required under applicable law or the Securities Act rules of the NASD or by the Nasdaq Global National Market or from taking and disclosing to its shareholders stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange 1934 Act. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern PICM from either furnishing information to, or entering into discussions or negotiations with, any Person person, entity or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders stockholders of Eastern PICM an Acquisition Proposal from any Person person, entity or group of Personsgroup, if the Board of Directors of Eastern PICM determines in good faith that such action is appropriate in furtherance of the best interests of the corporation in accordance with the PBCLstockholders. In connection with any such determination, (iA) Eastern PICM shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such person, entity or group, (iiB) Eastern PICM will disclose to ProAssurance MAI that it is furnishing information to, or entering into discussions or negotiations with, such Person person, entity or group of Personsgroup, which disclosure shall describe the terms thereof (but need not identify the person, entity or group making the offer), (iiiC) prior to furnishing such information to such Person person, entity or group of Personsgroup, Eastern PICM shall enter into a written agreement with such Person person, entity or group of Persons which provides for, among other things, (Ai) the furnishing to Eastern PICM of information regarding such Person person, entity or group of Persons that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; (Bii) the confidentiality of all non-public information furnished to such Person person or group of Persons entity by EasternPICM; and (Ciii) procedures reasonably satisfactory to Eastern PICM that are designed to restrict or limit the provision of information regarding Eastern PICM that could be used to the competitive disadvantage of EasternPICM, or in a manner that would be detrimental to the interests of its shareholdersstockholders; (ivD) Eastern PICM will not furnish any non-public information regarding ProAssurance MAI or the transactions contemplated hereby; and (vE) Eastern PICM will keep ProAssurance MAI informed of the status of any such discussions or negotiations (provided that Eastern PICM shall not be required to disclose to ProAssurance MAI confidential information concerning the business or operations of such Person person, entity or group of Personsgroup). (c) Nothing contained in this Agreement shall prohibit MAI or its Board of Directors from making such disclosures to its stockholders as are required under applicable law and the New York Stock Exchange or from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the 1934 Act. Nothing contained in this Agreement shall prohibit the Board of Directors of MAI from either furnishing information to, or entering into discussions or negotiations with, any person, entity or group regarding any Acquisition Proposal, or approving and recommending to the stockholders of MAI an Acquisition Proposal from any person, entity or group, if the Board of Directors of MAI determines in good faith that such action is appropriate in furtherance of the best interests of stockholders. In connection with any such determination, (A) MAI shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such person, entity or group, (B) MAI will disclose to PICM that it is furnishing information to, or entering into discussions or negotiations with, such person, entity or group, which disclosure shall describe the terms thereof (but need not identify the person, entity or group making the offer), (C) prior to furnishing such information to such person, entity or group, MAI shall enter into a written agreement with such person, entity or group which provides for, among other things, (i) the furnishing to MAI of information regarding such person, entity or group that is relevant to its ability to finance and otherwise perform its obligations under the Acquisition Proposal; (ii) the confidentiality of all non-public information furnished to such person or entity by MAI; and (iii) procedures reasonably satisfactory to MAI that are designed to limit or restrict the provision of information regarding MAI that could be used to the competitive disadvantage of MAI, or in a manner that would be detrimental to stockholders; (D) MAI will not furnish any non-public information regarding PICM or the transactions contemplated hereby; and (E) MAI will keep PICM informed of the status of any such discussions or negotiations (provided that MAI shall not be required to disclose to PICM confidential information concerning the business or operations of such person, entity or group). (d) As used in this Agreement, “"Acquisition Proposal” " means (i) any proposal pursuant to which any Person corporation, partnership, person or group of Personsother entity or group, other than ProAssurance PICM, MAI or Easternthe Holding Company, would acquire or participate in a merger or other business combination involving Eastern PICM or any of the Eastern PICM Subsidiaries, on the one hand, or MAI or any of the MAI Subsidiaries, on the other hand, directly or indirectly; (ii) any proposal for a transaction by which any corporation, partnership, person or series of transactions that would result in any Person other entity or group of Personsgroup, other than ProAssurance PICM, MAI or Easternthe Holding Company, having would acquire the right to vote, or direct the vote of, 10% or more of the capital stock of Eastern PICM or any of the Eastern Subsidiaries PICM Subsidiaries, on the one hand, or MAI of any of the MAI Subsidiaries, on the other hand, entitled to vote thereon for the election of directors; (iii) any proposal for a transaction or series acquisition of transactions that would result in any Person acquiring 10% or more of the assets of Eastern PICM or any of the Eastern PICM Subsidiaries, other than in the ordinary course of business; (iv) any proposal for a transaction acquisition of 10% or series more of transactions that would result the assets of MAI or any of the MAI Subsidiaries, other than in the ordinary course of business; (v) any Person being the beneficial owner acquisition in excess of more than 10% of the outstanding capital stock of Eastern PICM or any of the Eastern PICM Subsidiaries, on the one hand, or MAI or any of the MAI Subsidiaries, on the other hand, other than as contemplated by this Agreement; or (vvi) any proposal for a transaction similar to the foregoing.

Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern NORCAL shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person or any group of Persons other than the other party to this Agreement or any of its affiliates (a “Potential Acquiror”) Affiliates concerning any Acquisition Proposal (as defined in Section 6.8(c) of this Agreementherein defined) other than as expressly provided in this Agreement. Eastern NORCAL will promptly inform ProAssurance PRA of any serious, bona fide inquiry it may receive receives with respect to any Acquisition Proposal and shall furnish to ProAssurance PRA a copy thereofdescription of the terms of a possible transaction, if any (but need not identify the Person, or group of Persons, making the offer). (b) Nothing contained in this Agreement shall prohibit Eastern or its the NORCAL Board of Directors from making such disclosures to its shareholders as are required under the Securities Act or by the Nasdaq Global Market or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern from either furnishing information to, or entering into discussions or negotiations with, any Person or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders Eligible Policyholders of Eastern NORCAL an Acquisition Proposal from any Person or group of Persons, if the NORCAL Board of Directors of Eastern determines in good faith that such action is appropriate in furtherance of the best interests of the corporation Policyholders and in accordance order for the NORCAL Board to comply with the PBCLits fiduciary obligation. In connection with any such determination, : (i) Eastern NORCAL shall direct its representatives, officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such personPerson, entity or group, group of Persons; (ii) Eastern NORCAL will disclose to ProAssurance PRA that it is furnishing information to, or entering into discussions or negotiations with, such Person or group of Persons, which disclosure shall describe the terms thereof (but need not identify the personPerson, entity or group of Persons making the offer), ; (iii) prior to furnishing such information to such Person or group of Persons, Eastern NORCAL shall enter into a written agreement with such Person or group of Persons which provides for, among other things, (A) the furnishing to Eastern of information regarding such Person or group of Persons of information regarding NORCAL that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; , (B) the confidentiality of all non-public information furnished to such Person or group of Persons by Eastern; NORCAL, and (C) procedures reasonably satisfactory to Eastern NORCAL that are designed to restrict or limit the provision of information regarding Eastern NORCAL that could be used to the competitive disadvantage of Eastern, or in a manner that would be detrimental to the interests of its shareholdersNORCAL; (iv) Eastern NORCAL will not furnish any non-public information regarding ProAssurance PRA or the transactions contemplated hereby; and (v) Eastern NORCAL will keep ProAssurance PRA informed of the status of any such discussions or negotiations (provided that Eastern NORCAL shall not be required to disclose to ProAssurance PRA confidential information concerning the business or operations of such Person or group of Persons). (c) As used in this Agreement, “Acquisition Proposal” means (i) any proposal pursuant to which any Person or group of Persons, other than ProAssurance PRA or EasternNORCAL, would acquire or participate in a merger merger, consolidation, or other business combination involving Eastern or any of the Eastern SubsidiariesNORCAL, directly or indirectly; (ii) any proposal for a transaction or series of transactions that would result in by which any Person or group of Persons, other than ProAssurance PRA or EasternNORCAL, having would acquire a substantial equity interest in NORCAL, including the right to vote, or direct the vote of, 10% or more of the capital stock (following a reorganization or conversion) of Eastern or any of the Eastern Subsidiaries NORCAL entitled to vote thereon for the election of directors; (iii) any proposal for a transaction or series acquisition of transactions that would result in any Person acquiring 10% or more of the assets of Eastern or any of the Eastern Subsidiaries, other than in the ordinary course of business; (iv) any proposal for a transaction or series of transactions that would result in any Person being the beneficial owner of more than 10% of the outstanding capital stock of Eastern or any of the Eastern Subsidiaries, other than as contemplated by this Agreement; or (v) any proposal for a transaction similar to the foregoing.70 43126503 v1

Negotiations with Other Parties. (a) So long as this Agreement remains in effect and no notice of termination has been given under this Agreement, Eastern NORCAL shall not authorize or knowingly permit any of its representatives, directly or indirectly, to initiate, entertain, solicit, encourage, engage in, or participate in, negotiations with any Person or any group of Persons other than the other party to this Agreement or any of its affiliates (a “Potential Acquiror”) Affiliates concerning any Acquisition Proposal (as defined in Section 6.8(c) of this Agreementherein defined) other than as expressly provided in this Agreement. Eastern XXXXXX will promptly inform ProAssurance PRA of any serious, bona fide inquiry it may receive receives with respect to any Acquisition Proposal and shall furnish to ProAssurance PRA a copy thereofdescription of the terms of a possible transaction, if any (but need not identify the Person, or group of Persons, making the offer). (b) Nothing contained in this Agreement shall prohibit Eastern or its the NORCAL Board of Directors from making such disclosures to its shareholders as are required under the Securities Act or by the Nasdaq Global Market or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of Eastern from either furnishing information to, or entering into discussions or negotiations with, any Person or group of Persons regarding any Acquisition Proposal, or approving and recommending to the shareholders Eligible Policyholders of Eastern NORCAL an Acquisition Proposal from any Person or group of Persons, if the NORCAL Board of Directors of Eastern determines in good faith that such action is appropriate in furtherance of the best interests of the corporation Policyholders and in accordance order for the NORCAL Board to comply with the PBCLits fiduciary obligation. In connection with any such determination, : (i) Eastern NORCAL shall direct its representatives, officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such personPerson, entity or group, group of Persons; (ii) Eastern NORCAL will disclose to ProAssurance PRA that it is furnishing information to, or entering into discussions or negotiations with, such Person or group of Persons, which disclosure shall describe the terms thereof (but need not identify the personPerson, entity or group of Persons making the offer), ; (iii) prior to furnishing such information to such Person or group of Persons, Eastern NORCAL shall enter into a written agreement with such Person or group of Persons which provides for, among other things, (A) the furnishing to Eastern of information regarding such Person or group of Persons of information regarding NORCAL that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; , (B) the confidentiality of all non-non- public information furnished to such Person or group of Persons by Eastern; NORCAL, and (C) procedures reasonably satisfactory to Eastern NORCAL that are designed to restrict or limit the provision of information regarding Eastern NORCAL that could be used to the competitive disadvantage of Eastern, or in a manner that would be detrimental to the interests of its shareholders; (iv) Eastern will not furnish any non-public information regarding ProAssurance or the transactions contemplated hereby; and (v) Eastern will keep ProAssurance informed of the status of any such discussions or negotiations (provided that Eastern shall not be required to disclose to ProAssurance confidential information concerning the business or operations of such Person or group of Persons). (c) As used in this Agreement, “Acquisition Proposal” means (i) any proposal pursuant to which any Person or group of Persons, other than ProAssurance or Eastern, would acquire or participate in a merger or other business combination involving Eastern or any of the Eastern Subsidiaries, directly or indirectly; (ii) any proposal for a transaction or series of transactions that would result in any Person or group of Persons, other than ProAssurance or Eastern, having the right to vote, or direct the vote of, 10% or more of the capital stock of Eastern or any of the Eastern Subsidiaries entitled to vote thereon for the election of directors; (iii) any proposal for a transaction or series of transactions that would result in any Person acquiring 10% or more of the assets of Eastern or any of the Eastern Subsidiaries, other than in the ordinary course of business; (iv) any proposal for a transaction or series of transactions that would result in any Person being the beneficial owner of more than 10% of the outstanding capital stock of Eastern or any of the Eastern Subsidiaries, other than as contemplated by this Agreement; or (v) any proposal for a transaction similar to the foregoing.NORCAL;