Common use of No Other Acquisition Proposals Clause in Contracts

No Other Acquisition Proposals. (a) MFC agrees that it will not, and will cause the MFC Subsidiaries and MFC’s and the MFC Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC or any of the MFC Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction (as defined herein). Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFC, prior to its meeting of stockholders to be held pursuant to Section 5.3, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction if, and only to the extent that (i) the MFC Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside counsel, that the failure to take such actions would be inconsistent with its fiduciary duties to stockholders under applicable law, (ii) before taking such action, MFC receives from such person or entity an executed confidentiality agreement, and (iii) the MFC Board of Directors concludes in good faith that the proposal regarding the Acquisition Transaction constitutes or is reasonably likely to result in a Superior Proposal (as defined herein). MFC shall immediately (within twenty-four (24) hours) notify ANB orally and in writing of its receipt of any proposal or inquiry relating to an Acquisition Transaction, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (b) For purposes of this Agreement, an “Acquisition Transaction” means any of the following transactions involving MFC or MidCarolina Bank, other than as contemplated by this Agreement: (i) a merger, consolidation, share exchange, business combination, reorganization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries or ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC or MidCarolina Bank. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.

No Other Acquisition Proposals. (a) MFC Each party agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC its Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage or facilitate any inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCeither party, prior to its respective meeting of stockholders to be held pursuant to Section 5.35.3 and subject to compliance with the other terms of this Section 5.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to such party (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC Board such party’s board of Directors directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with reasonably likely to result in a violation of its fiduciary duties to its stockholders under applicable law, (ii) before taking such action, MFC such party receives from such person or entity an executed confidentiality agreementagreement on terms no less restrictive with respect to the confidential treatment of information by such party than the Confidentiality Agreement, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with such party, and (iii) the MFC Board such party’s board of Directors directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Each party shall immediately (within twenty-four (24) hours) notify ANB the other party orally and in writing of its receipt of any proposal or inquiry relating to an such Acquisition TransactionProposal, the material terms and conditions thereof, the identity of the person making such proposal or inquiryAcquisition Proposal, and will keep ANB the other party apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC Union or MidCarolina BankStellarOne, other than as contemplated by this Agreementor their respective Subsidiaries: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of the party; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) % or more of the consolidated assets of MFC a party and the MFC its Subsidiaries or ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFCthe party; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFCthe party. (cd) For purposes of this Agreement, a “Superior Proposal” means a an unsolicited, bona fide written proposal for an Acquisition Transaction Proposal made by a person or entity (or group of persons or entities acting in concert within the meaning of Rule 13d-5 under the Exchange Act) that the Board of Directors of MFC Union or StellarOne, as the case may be, concludes in good faith, after consultation with its financial and outside legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal Acquisition Proposal and including the person making the proposal (including any break-up fees, expense reimbursement provisions terms and conditions of this Agreement (as it may be proposed to consummationbe amended by Union or StellarOne, as applicable) (A) is more favorable to the stockholders of MFC Union or StellarOne, as the case may be, from a financial point of view, than the Merger transactions contemplated by this Agreement (as it may be proposed to be amended by Union or StellarOne, as applicable) and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction Proposal shall have the meaning assigned to such term in Section 5.5(b5.5(c), except the reference to “ten percent (10%) % or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition TransactionProposal” shall only be deemed to refer to a transaction involving MFC StellarOne or MidCarolina BankUnion or one of their respective banking Subsidiaries. (de) Except as otherwise provided in Section 5.5(f), neither the Board of Directors of StellarOne, the Board of Directors of Union, nor, in each case, any committee thereof shall withhold, withdraw or modify in any manner adverse to the other party, or propose publicly to withhold, withdraw or modify in any manner adverse to the other party, the approval, recommendation or declaration of advisability by the Board of Directors of StellarOne or Union, as applicable, or any such committee thereof with respect to this Agreement or the transactions contemplated hereby (a “Change in StellarOne Recommendation” or a “Change in Union Recommendation,” respectively). (f) Notwithstanding anything in this Agreement to the contrary, with respect to an Acquisition Proposal, the Board of Directors of StellarOne or Union, as applicable, may either: (including Section 7.1), nothing in this Section 5.5 shall permit MFC i) enter into a definitive agreement to accept a Superior Proposal and terminate this Agreement pursuant to Section 7.1(j) or affect (k), as the case may be, provided that such party shall pay the Termination Fee required to be paid pursuant to Section 7.4(b) or (d), as the case may be, or (ii) make a Change in StellarOne Recommendation or a Change in Union Recommendation, as applicable, if and only if in the case of both clause (i) and (ii) above (A) an unsolicited bona fide written Acquisition Proposal (that did not result from a breach of this Section 5.5) is made to StellarOne or Union, as applicable, by a third party, and such Acquisition Proposal is not withdrawn, (B) the Board of Directors of StellarOne or Union, as applicable, has concluded in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal, (C) the Board of Directors of StellarOne or Union, as applicable, have concluded in good faith (after consultation with their outside legal counsel) that failure to do so would be reasonably likely to result in a violation of its fiduciary duties to its stockholders under applicable law, (D) five (5) business days shall have elapsed since the party proposing to take such action has given written notice to the other party advising such other party that the notifying party intends to take such action and specifying in reasonable detail the reasons therefor, including the terms and conditions of any such Acquisition Proposal that is the basis of the proposed action (a “Notice of Termination or Recommendation Change”) (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Termination or Recommendation Change, except that, in such case, the five (5) business day period referred to in this clause (D) and in clauses (E) and (F) shall be reduced to three (3) business days following the giving of such new Notice of Termination or Recommendation Change), (E) during such five (5) business day period, the notifying party has considered and, at the reasonable request of the other obligation party, engaged in good faith discussions with such party regarding, any adjustment or modification of MFC the terms of this Agreement proposed by the other party, and (F) the board of directors of the party proposing to take such action, following such five (5) business day period, again reasonably determines in good faith (after consultation with its outside legal counsel and its financial advisors, and taking into account any adjustment or modification of the terms of this Agreement proposed by the other party) that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action is reasonably likely to result in a violation of its fiduciary duties to its stockholders under this Agreementapplicable law.

No Other Acquisition Proposals. (a) MFC Each party agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC its Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage or facilitate any inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCeither party, prior to its respective meeting of stockholders shareholders to be held pursuant to Section 5.35.3 and subject to compliance with the other terms of this Section 5.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to such party (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC Board such party’s board of Directors directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with reasonably likely to result in a violation of its fiduciary duties to stockholders its shareholders under applicable law, (ii) before taking such action, MFC such party receives from such person or entity an executed confidentiality agreementagreement on terms no less restrictive with respect to the confidential treatment of information by such party than the Confidentiality Agreements, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with such party, and (iii) the MFC Board such party’s board of Directors directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Each party shall immediately (within twenty-four (24) hours) notify ANB the other party orally and in writing of its receipt of any proposal or inquiry relating to an such Acquisition TransactionProposal, the material terms and conditions thereof, the identity of the person making such proposal or inquiryAcquisition Proposal, and will keep ANB the other party apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC Access or MidCarolina BankMiddleburg, other than as contemplated by this Agreementor their respective Subsidiaries: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of the party; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) % or more of the consolidated assets of MFC a party and the MFC its Subsidiaries or ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFCthe party; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFCthe party. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC or MidCarolina Bank. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.

No Other Acquisition Proposals. (a) MFC Each party agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC its Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, endorse, or knowingly encourage inquiries or knowingly facilitate (including by providing information or assistance) any inquiries, proposals or offers with respect to, or any inquiry, proposal or offer that is reasonably likely to lead to, an Acquisition Proposal (as defined herein), (ii) furnish any confidential or nonpublic information relating toto an Acquisition Proposal, or (iii) engage or participate in any negotiations or discussions concerning, concerning an Acquisition Transaction Proposal, or (as defined hereiniv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any letter of intent, memorandum of understanding, agreement in principle, merger or acquisition agreement, option agreement or similar agreement relating to an Acquisition Proposal, provided that nothing in this Agreement shall prevent such party or its representatives from contacting any person that has made an Acquisition Proposal solely for the purpose of seeking clarification of the terms of such Acquisition Proposal or directing such person to the terms of this Section 5.5. (b) Notwithstanding Section 5.5(a). Notwithstanding the foregoing, nothing contained in this Section 5.5 Agreement shall prohibit MFCeither party, prior to its respective meeting of stockholders shareholders to be held pursuant to Section 5.35.3 and subject to compliance with the other terms of this Section 5.5, from furnishing confidential or nonpublic information to, or entering into engaging or participating in discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to such party (that did not result from a breach of this Section 5.5) if, and only to the extent that that, (i) the MFC such party’s Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with reasonably likely to result in a violation of its fiduciary duties to stockholders its shareholders under applicable law, (ii) before taking such actionactions, MFC such party receives from such person or entity an executed confidentiality agreementagreement on terms no less restrictive with respect to the confidential treatment of information by such party than the Confidentiality Agreement, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with such party, provided, that any non-public information provided to any person or entity shall have previously been provided to the other party hereto or shall be simultaneously provided to the other party hereto, and (iii) the MFC such party’s Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined herein). MFC Each party shall immediately (within twenty-four (24) hours) notify ANB the other party orally and in writing of its receipt of any proposal such Acquisition Proposal or inquiry relating any request for non-public information, or any other inquiry, that could reasonably be expected to an lead to any Acquisition TransactionProposal, the material terms and conditions thereof, and the identity of the person making such proposal or inquiryAcquisition Proposal, and will thereafter keep ANB the other party apprised of any related material developments, discussions and negotiations on a reasonably current basis, including by providing a copy of all material documentation or and correspondence relating thereto. (bc) For purposes of this AgreementAs used herein, an “Acquisition TransactionProposal” means shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, whether communicated to such party or publicly announced to such party’s shareholders, any of the following transactions involving MFC BRBS or MidCarolina BankFVCB, other than as contemplated by this Agreementor their respective Subsidiaries: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of the party; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC a party and the MFC its Subsidiaries or ten percent (10%) or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCthe party; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, party. Solely for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b7.4(a) and Section 7.4(c), except the reference all references to “ten percent (10%) or more” in such definition shall be deemed to be a reference references to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC fifty percent (50%) or MidCarolina Bankmore. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.”

No Other Acquisition Proposals. (a) MFC Without limitation on any of such party's other obligations under this Agreement, each of VCFC and VFNL agrees that neither it will notnor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and will that it shall use its reasonable best efforts to cause the MFC Subsidiaries its and MFC’s and the MFC its Subsidiaries’ officers, directors, ' employees, agents and representatives (including any financial advisorinvestment banker, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction (as defined hereinbelow). Notwithstanding the foregoing; provided, however, that nothing contained in this Section 5.5 shall prohibit MFC, prior to its meeting of stockholders to be held pursuant to Section 5.3, VCFC or VFNL from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, written bona fide written proposal regarding an Acquisition Transaction if, and only to the extent that (i) the MFC Board such party's board of Directors directors concludes in good faith, after consultation with and based upon the written advice of outside counsel, that the failure to take furnish such actions information or enter into such discussions or negotiations would be inconsistent with more likely than not constitute a breach of its fiduciary duties to stockholders shareholders under applicable law, (ii) before taking such action, MFC such party receives from such person or entity an executed confidentiality agreement, and (iii) the MFC Board such party's board of Directors directors concludes in good faith that the proposal regarding the Acquisition Transaction constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Each party shall immediately (within twenty-four (24) hours) notify ANB the other party orally and in writing of its receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, of the material terms and conditions thereof, and of the identity of the person making such proposal or inquiry, and will keep ANB apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (b) For purposes of this Agreement, (i) an “"Acquisition Transaction” " means any of the following transactions involving MFC VCFC or MidCarolina BankVFNL, as the case may be, other than as contemplated by this Agreement: (i) a merger, consolidation, share exchange, joint venture, business combinationcombination or similar transaction or any purchase of all or any material portion of its assets, reorganization, liquidation, dissolution or other similar transaction; and (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries or ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC. (c) For purposes of this Agreement, a “"Superior Proposal” " means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC VCFC or VFNL, as the case may be, concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders shareholders of MFC VCFC or VFNL, as the case may be, from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis financed and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC or MidCarolina Bank. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.

No Other Acquisition Proposals. (a) MFC Each party agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC its Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, endorse, or encourage inquiries or facilitate any inquiries, proposals or offers with respect to or any inquiry, proposal or offer that is reasonably likely to lead to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCeither party, prior to its respective meeting of stockholders shareholders to be held pursuant to Section 5.35.4 and subject to compliance with the other terms of this Section 5.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to such party (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC Board such party’s board of Directors directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with reasonably likely to result in a violation of its fiduciary duties to stockholders its shareholders under applicable law, (ii) before taking such action, MFC such party receives from such person or entity an executed confidentiality agreementagreement on terms no less restrictive with respect to the confidential treatment of information by such party than the Confidentiality Agreement, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with such party, provided, that any non-public information provided to any person given such access shall have previously been provided to the other party or shall be provided to the other party prior to or concurrently with the time it is provided to such person, and (iii) the MFC Board such party’s board of Directors directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Each party shall immediately (within twenty-four (24) hours) notify ANB the other party orally and in writing of its receipt of any proposal or inquiry relating to an such Acquisition TransactionProposal, the material terms and conditions thereof, the identity of the person making such proposal or inquiryAcquisition Proposal, and will keep ANB the other party apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC SONA or MidCarolina BankEVBS, other than as contemplated by this Agreementor their respective Subsidiaries: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the party; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) 20% or more of the consolidated assets of MFC a party and the MFC its Subsidiaries or ten percent (10%) 20% or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) 20% of the consolidated assets of MFCthe party; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) 20% or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) 20% of the consolidated assets of MFCthe party. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC or MidCarolina Bank. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.

No Other Acquisition Proposals. (a) MFC ANCX agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC Subsidiaries’ their officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, encourage (including by providing information or encourage inquiries assistance), facilitate or proposals induce any inquiries, proposals, indications of interest or offers with respect to or any inquiry, proposal, indications of interest or offer that is reasonably likely to lead to, (ii) furnish or cause to be furnished any confidential or nonpublic information or data relating to, or (iii) engage or participate in any negotiations or discussions concerning, (iv) approve, agree to, accept, endorse, or recommend, or (v) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement or similar agreement (an “Acquisition Agreement”) contemplating or otherwise relating to, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoingSection 5.5(a), nothing contained in this Section 5.5 Agreement shall prohibit MFCANCX, prior to its meeting the ANCX Shareholders Meeting and subject to compliance with the other terms of stockholders to be held pursuant to this Section 5.35.5, from furnishing confidential or nonpublic information to, or entering into engaging or participating in discussions or negotiations with, any person or entity Person that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction if, and only to the extent Proposal (that did not result from a breach of this Section 5.5) if (i) the MFC Board of Directors of ANCX concludes in good faith, after consultation with ANCX’s outside legal counsel and based upon the written advice of outside counselfinancial advisors, that the failure to take such actions would be inconsistent with reasonably likely to result in a violation of its fiduciary duties to stockholders its shareholders under applicable lawLaw, (ii) before taking such actionfurnishing any confidential or nonpublic information, MFC ANCX receives from such person or entity Person an executed confidentiality agreementagreement on terms no less restrictive (with respect to each provision) than the Confidentiality Agreements, which confidentiality agreement shall not provide such Person with any exclusive right to negotiate with ANCX, provided, that any non-public information provided to any Person given such access shall have previously been provided to UBSH, and (iii) the MFC Board of Directors of ANCX concludes in good faith faith, after consultation with ANCX’s outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC ANCX shall immediately (within twenty-twenty four (24) hours) notify ANB UBSH orally and in writing of its receipt of any proposal such Acquisition Proposal or any request for nonpublic information or any inquiry relating that could reasonably be expected to an lead to any Acquisition TransactionProposal, the material terms and conditions thereof, and the identity of the person Person making such proposal or inquiryAcquisition Proposal, and will thereafter keep ANB UBSH apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of The term “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, an “Acquisition Transaction” means any offer, proposal, indication of interest or inquiry (whether communicated to ANCX or publicly announced to ANCX’s shareholders and whether binding or non-binding) by any Person relating to any of the following transactions or series of related transactions involving MFC ANCX, or MidCarolina Bank, other than as contemplated by this Agreementits Subsidiaries: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving ANCX or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% of the consolidated assets of ANCX; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) 25% or more of the consolidated assets of MFC ANCX and the MFC its Subsidiaries or ten percent (10%) 25% or more of any class of equity or voting securities of MFC ANCX or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) 25% of the consolidated assets of MFCANCX; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) 25% or more of any class of equity or voting securities of MFC ANCX or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) 25% of the consolidated assets of MFCANCX. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC or MidCarolina Bank. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.

No Other Acquisition Proposals. (a) MFC agrees that it will notWithout limitation on its other obligations under this Agreement, neither Community First nor any of the Community First Subsidiaries nor any of the officers and directors of Community First or the Community First Subsidiaries shall, and will Community First shall use its reasonable best efforts to cause the MFC Subsidiaries and MFC’s its and the MFC Community First Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisorinvestment banker, attorney or accountant retained by MFC it or any of the MFC Community First Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction (as defined hereinbelow). Notwithstanding the foregoing, ; provided that nothing contained in this Section 5.5 4.10 shall prohibit MFC, prior to its meeting of stockholders to be held pursuant to Section 5.3, Community First from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, written bona fide written proposal regarding an Acquisition Transaction if, and only to the extent that (i) the MFC Community First Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside counsel, that the failure to take furnish such actions information or enter into such discussions or negotiations would be inconsistent with more likely than not constitute a breach of its fiduciary duties to stockholders shareholders under applicable law, (ii) before taking such action, MFC Community First receives from such person or entity an executed confidentiality agreement, and (iii) the MFC Community First Board of Directors concludes in good faith that the proposal regarding the Acquisition Transaction constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Community First shall immediately (within twenty-four (24) hours) notify ANB American orally and in writing of its receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, of the material terms and conditions thereof, and of the identity of the person making such proposal or inquiry, and will keep ANB apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (b) For purposes of this Agreement, (i) an “Acquisition Transaction” means any of the following transactions involving MFC Community First or MidCarolina Community First Bank, other than as contemplated by this Agreement: (i) a merger, reorganization, consolidation, share exchange, joint venture, business combinationcombination or similar transaction or any purchase of all or any material portion of its assets, reorganization, liquidation, dissolution or other similar transaction; and (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries or ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Community First Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC its shareholders, from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis financed and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC or MidCarolina Bank. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.

No Other Acquisition Proposals. (a) MFC Each party agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC its Subsidiaries’ officers, directors, employees, directors and employees and will instruct and use reasonable best efforts to cause its and their agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, endorse, or knowingly encourage inquiries or knowingly facilitate any inquiries, proposals or offers with respect to or any inquiry, proposal or offer that is reasonably likely to lead to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoingSection 5.5(a), nothing contained in this Section 5.5 Agreement shall prohibit MFCeither party, prior to its respective meeting of stockholders shareholders to be held pursuant to Section 5.35.4 and subject to compliance with the other terms of this Section 5.5, from furnishing confidential or nonpublic information to, or entering into engaging or participating in discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction if, and only Proposal with respect to the extent such party (that did not result from a material breach of this Section 5.5) if (i) the MFC Board such party’s board of Directors directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with reasonably likely to result in a violation of its fiduciary duties to stockholders its shareholders under applicable law, (ii) before taking furnishing any confidential or nonpublic information, such action, MFC party receives from such person or entity an executed confidentiality agreementagreement on terms no less restrictive with respect to the confidential treatment of information by such party than the Confidentiality Agreement, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with such party, provided, that any non-public information provided to any person given such access shall have previously been provided to the other party or shall be provided to the other party prior to or concurrently with the time it is provided to such person, and (iii) the MFC Board such party’s board of Directors directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Each party shall immediately (within twenty-four (24) hours) notify ANB the other party orally and in writing of its receipt of any proposal or inquiry relating to an such Acquisition TransactionProposal, the material terms and conditions thereofthereof and, the identity of the person making such proposal or inquiryAcquisition Proposal, and will thereafter keep ANB the other party apprised of any related material developments, discussions and negotiations on a reasonably current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC UBSH or MidCarolina BankXBKS, other than as contemplated by this Agreementor their respective Subsidiaries: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the party; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) 20% or more of the consolidated assets of MFC a party and the MFC its Subsidiaries or ten percent (10%) 20% or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) 20% of the consolidated assets of MFCthe party; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) 20% or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) 20% of the consolidated assets of MFC. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, party. Solely for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b7.4(a), except the reference all references to “ten percent (10%) 20% or more” in such definition shall be deemed to be a reference references to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC 50% or MidCarolina Bankmore. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.”

No Other Acquisition Proposals. (a) MFC UFBC agrees that it will not, and will cause the MFC UFBC Subsidiaries and MFCUFBC’s and the MFC UFBC Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC UFBC or any of the MFC UFBC Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCUFBC, prior to its meeting the UFBC Stockholders Meeting and subject to compliance with the other terms of stockholders to be held pursuant to this Section 5.35.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to UFBC (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC UFBC Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure duty of directors under Virginia law requires the UFBC Board of Directors to take such actions would be inconsistent with its fiduciary duties to stockholders under applicable lawactions, (ii) before taking such actionactions, MFC UFBC receives from such person or entity an executed confidentiality agreementagreement on terms no less favorable to it than the Confidentiality Agreement, dated June 11, 2013, between CFNL and UFBC (the “Confidentiality Agreement”), which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with UFBC, and (iii) the MFC UFBC Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC shall immediately (UFBC shall, within twenty-four (24) hours) hours of reaching such conclusion, notify ANB CFNL orally and in writing of its UFBC’s receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB CFNL apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC UFBC or MidCarolina The Business Bank, other than as contemplated by this Agreement: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries UFBC or ten percent (10%) or more of any class of equity or voting securities of MFC UFBC or the MFC UFBC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCUFBC; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of equity or voting securities of MFC UFBC or the MFC UFBC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCUFBC. (cd) For purposes of this Agreement, a “Superior Proposal” means a an unsolicited, bona fide written proposal for an Acquisition Transaction Proposal made by a person or entity (or group of persons or entities acting in concert within the meaning of Rule 13d-5 under the Exchange Act) that the Board of Directors of MFC UFBC concludes in good faith, after consultation with its financial and outside legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal Acquisition Proposal and including the person making the proposal (including any break-up fees, expense reimbursement provisions terms and conditions to consummation) of this Agreement (A) is more favorable to the stockholders of MFC UFBC from a financial point of view, than the Merger transactions contemplated by this Agreement and (B) is fully financed or reasonably capable of being fully financed, to the extent required, financed and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction Proposal shall have the meaning assigned to such term in Section 5.5(b5.5(c), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition TransactionProposal” shall only be deemed to refer to a transaction involving MFC UFBC or MidCarolina The Business Bank. (de) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC UFBC to terminate this Agreement or affect any other obligation of MFC UFBC under this Agreement. (f) UFBC agrees that any violation of the restrictions set forth in this Section 5.5 by any representative of UFBC shall be deemed a breach of this Section 5.5 by UFBC.

No Other Acquisition Proposals. (a) MFC HomeTown agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC Subsidiaries’ their respective officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC HomeTown or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, endorse or encourage inquiries inquiries, proposals or proposals offers with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCHomeTown, prior to its meeting obtaining the HomeTown Shareholder Approval and subject to compliance with the other terms of stockholders to be held pursuant to this Section 5.35.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to HomeTown (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC HomeTown Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with more likely than not to result in a violation of its fiduciary duties to stockholders shareholders under applicable law, (ii) before taking such actionactions, MFC HomeTown receives from such person or entity an executed confidentiality agreementagreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with HomeTown, and (iii) the MFC HomeTown Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined herein). MFC HomeTown shall immediately promptly (within twenty-four (24) hours) notify ANB American orally and in writing of its HomeTown’s receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB American apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC HomeTown or MidCarolina HomeTown Bank, other than as contemplated by this Agreement: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries HomeTown or ten percent (10%) or more of any class of equity or voting securities of MFC HomeTown or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCHomeTown; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of equity or voting securities of MFC HomeTown or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCHomeTown. (cd) For purposes of this Agreement, a “Superior Proposal” means a an unsolicited, bona fide written proposal for an Acquisition Transaction Proposal made by a person or entity (or group of persons or entities acting in concert within the meaning of Rule 13d-5 under the Exchange Act) that the Board of Directors of MFC HomeTown concludes in good faith, after consultation with its financial and outside legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal Acquisition Proposal and including the person making the proposal (including any break-up fees, expense reimbursement provisions terms and conditions to consummationof this Agreement is (i) (A) is more favorable to the stockholders shareholders of MFC HomeTown from a financial point of view, than the Merger and transactions contemplated by this Agreement, (Bii) is fully financed or reasonably capable of being fully financed, to the extent required, and (iii) reasonably likely to receive all required approvals of Governmental Authorities Authorities, and (as defined below in Section 5.6(a)iv) on a timely basis and otherwise reasonably capable of being completed on the terms proposedproposed on a timely basis; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction Proposal shall have the meaning assigned to such term in Section 5.5(b5.5(c), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition TransactionProposal” shall only be deemed to refer to a transaction involving MFC HomeTown or MidCarolina HomeTown Bank. (de) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC HomeTown to terminate this Agreement or affect any other obligation of MFC HomeTown under this Agreement. (f) HomeTown agrees that any violation of the restrictions set forth in this Section 5.5 by any representative of HomeTown shall be deemed a breach of this Section 5.5 by HomeTown.

No Other Acquisition Proposals. (a) MFC Each party agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC its Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, endorse, or knowingly encourage inquiries or knowingly facilitate (including by providing information or assistance) any inquiries, proposals or offers with respect to or any inquiry, proposal or offer that is reasonably likely to lead to, an Acquisition Proposal (as defined herein), (ii) furnish any confidential or nonpublic information relating toto an Acquisition Proposal, or (iii) engage or participate in any negotiations or discussions concerning, concerning an Acquisition Transaction Proposal, or (as defined hereiniv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any letter of intent, memorandum of understanding, agreement in principle, merger or acquisition agreement, option agreement or similar agreement relating to an Acquisition Proposal, provided that nothing in this Agreement shall prevent such party or its representatives from contacting any person that has made an Acquisition Proposal solely for the purpose of seeking clarification of the terms of such Acquisition Proposal or directing such person to the terms of this Section 5.5. (b) Notwithstanding Section 5.5(a). Notwithstanding the foregoing, nothing contained in this Section 5.5 Agreement shall prohibit MFCeither party, prior to its respective meeting of stockholders shareholders to be held pursuant to Section 5.35.3 and subject to compliance with the other terms of this Section 5.5, from furnishing confidential or nonpublic information to, or entering into engaging or participating in discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to such party (that did not result from a breach of this Section 5.5) if, and only to the extent that that, (i) the MFC such party’s Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with reasonably likely to result in a violation of its fiduciary duties to stockholders its shareholders under applicable law, (ii) before taking such actionactions, MFC such party receives from such person or entity an executed confidentiality agreementagreement on terms no less restrictive with respect to the confidential treatment of information by such party than the Confidentiality Agreement, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with such party, provided, that any non-public information provided to any person or entity shall have previously been provided to the other party, and (iii) the MFC such party’s Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined herein). MFC Each party shall immediately (within twenty-four (24) hours) notify ANB the other party orally and in writing of its receipt of any proposal such Acquisition Proposal or any request for non-public information or any inquiry relating that could reasonably be expected to an lead to any Acquisition TransactionProposal, the material terms and conditions thereof, and the identity of the person making such proposal or inquiryAcquisition Proposal, and will thereafter keep ANB the other party apprised of any related material developments, discussions and negotiations on a reasonably current basis, including by providing a copy of all material documentation or and correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, whether communicated to such party or publicly announced to such party’s shareholders, any of the following transactions involving MFC VABK or MidCarolina BankFBSS, other than as contemplated by this Agreementor their respective Subsidiaries: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of the party; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) % or more of the consolidated assets of MFC a party and the MFC its Subsidiaries or ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFCthe party; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFC. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, party. Solely for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b7.4(a) and Section 7.4(c), except the reference all references to “ten percent (10%) % or more” in such definition shall be deemed to be a reference references to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC 50% or MidCarolina Bankmore. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.”

No Other Acquisition Proposals. (a) MFC HomeTown agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC Subsidiaries’ their respective officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC HomeTown or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, endorse or encourage inquiries inquiries, proposals or proposals offers with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCHomeTown, prior to its meeting obtaining the HomeTown Shareholder Approval and subject to compliance with the other terms of stockholders to be held pursuant to this Section 5.35.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to HomeTown (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC HomeTown Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with more likely than not to result in a violation of its fiduciary duties to stockholders shareholders under applicable law, (ii) before taking such actionactions, MFC HomeTown receives from such person or entity an executed confidentiality agreementagreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with HomeTown, and (iii) the MFC HomeTown Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined herein). MFC HomeTown shall immediately promptly (within twenty-four (24) hours) notify ANB American orally and in writing of its HomeTown’s receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB American apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (b) For purposes of this Agreement, an “Acquisition Transaction” means any of the following transactions involving MFC or MidCarolina Bank, other than as contemplated by this Agreement: (i) a merger, consolidation, share exchange, business combination, reorganization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries or ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC or MidCarolina Bank. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.

No Other Acquisition Proposals. (a) MFC Each party agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC its Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, endorse, or knowingly encourage inquiries or knowingly facilitate (including by providing information or assistance) any inquiries, proposals or offers with respect to, or any inquiry, proposal or offer that is reasonably likely to lead to, an Acquisition Proposal (as defined herein), (ii) furnish any confidential or nonpublic information relating toto an Acquisition Proposal, or (iii) engage or participate in any negotiations or discussions concerning, concerning an Acquisition Transaction Proposal, or (as defined hereiniv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any letter of intent, memorandum of understanding, agreement in principle, merger or acquisition agreement, option agreement or similar agreement relating to an Acquisition Proposal, provided that nothing in this Agreement shall prevent such party or its representatives from contacting any person that has made an Acquisition Proposal solely for the purpose of seeking clarification of the terms of such Acquisition Proposal or directing such person to the terms of this Section 5.5. (b) Notwithstanding Section 5.5(a). Notwithstanding the foregoing, nothing contained in this Section 5.5 Agreement shall prohibit MFCeither BHRB or SMMF, prior to its meeting receiving the BHRB Shareholder Approval or the SMMF Shareholder Approval, respectively, and subject to compliance with the other terms of stockholders to be held pursuant to this Section 5.35.5, from furnishing confidential or nonpublic information to, or entering into engaging or participating in discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to such party (that did not result from a breach of this Section 5.5) if, and only to the extent that that, (i) the MFC such party’s Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside counsellegal counsel and, with respect to financial matters, its outside financial advisors, that the failure to take such actions would be inconsistent with reasonably likely to result in a violation of its fiduciary duties to stockholders its shareholders under applicable law, (ii) before taking such actionactions, MFC such party receives from such person or entity an executed confidentiality agreementagreement on terms no less restrictive with respect to the confidential treatment of information by such party than the Confidentiality Agreement, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with such party, provided, that any non-public information provided to any person or entity shall have previously been provided to the other party hereto or shall be simultaneously provided to the other party hereto, and (iii) the MFC such party’s Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined herein). MFC Each party shall immediately (within twenty-four (24) hours) notify ANB the other party orally and in writing of its receipt of any proposal such Acquisition Proposal or inquiry relating any request for non-public information, or any other inquiry, that could reasonably be expected to an lead to any Acquisition TransactionProposal, the material terms and conditions thereof, and the identity of the person making such proposal or inquiryAcquisition Proposal, will provide the other party with an unredacted copy of any such Acquisition Proposal and all related draft transaction documents received in connection with such Acquisition Proposal, and will thereafter keep ANB the other party apprised of any related material developments, discussions and negotiations on a reasonably current basis, including by providing a copy of all material documentation or and correspondence relating thereto. (bc) For purposes of this AgreementAs used herein, an “Acquisition TransactionProposal” means shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third-party indication of interest in, whether communicated to such party or publicly announced to such party’s shareholders, any of the following transactions involving MFC BHRB or MidCarolina BankSMMF, other than as contemplated by this Agreementor their respective Subsidiaries: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty-five percent (25%) of the consolidated assets of the party; (ii) any acquisition or purchase, direct or indirect, of ten twenty-five percent (1025%) or more of the consolidated assets of MFC a party and the MFC its Subsidiaries or ten twenty-five percent (1025%) or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten twenty-five percent (1025%) of the consolidated assets of MFCthe party; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten twenty-five percent (1025%) or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten twenty-five percent (1025%) of the consolidated assets of MFC. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, party. Solely for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b7.4(a) and Section 7.4(c), except the reference all references to “ten twenty-five percent (1025%) or more” in such definition shall be deemed to be a reference references to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC fifty percent (50%) or MidCarolina Bankmore. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.”

No Other Acquisition Proposals. (a) MFC Holding Company agrees that it will not, and will cause the MFC Holding Company Subsidiaries and MFCHolding Company’s and the MFC Holding Company Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC Holding Company or any of the MFC Holding Company Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). Notwithstanding the foregoing, Holding Company, the Holding Company Subsidiaries and their respective officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by Holding Company or any of the Holding Company Subsidiaries) may contact any person or persons to clarify the terms and conditions of an unsolicited Acquisition Proposal and to inform such person of the terms of this Section 5.5. (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCHolding Company, prior to its meeting the receipt of stockholders the Holding Company Approvals and subject to be held pursuant to material compliance with the other terms of this Section 5.35.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to Holding Company (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC Holding Company Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with more likely than not to result in a violation of its fiduciary duties to stockholders under applicable law, (ii) before taking such actionactions, MFC Holding Company receives from such person or entity an executed confidentiality agreementagreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with Holding Company, and (iii) the MFC Holding Company Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Holding Company shall immediately promptly (within twenty-four (24) hours) notify ANB Towne orally and in writing of its Holding Company’s receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB Towne apprised of any material related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC Holding Company or MidCarolina Bank, other than as contemplated by this AgreementBank Subsidiary: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten fifteen percent (1015%) or more of the consolidated assets of MFC and the MFC Subsidiaries Holding Company or ten fifteen percent (1015%) or more of any class of equity or voting securities of MFC Holding Company or the MFC Holding Company Subsidiaries whose assets, individually or in the aggregate, constitute more than ten fifteen percent (1015%) of the consolidated assets of MFCHolding Company; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten fifteen percent (1015%) or more of any class of equity or voting securities of MFC Holding Company or the MFC Holding Company Subsidiaries whose assets, individually or in the aggregate, constitute more than ten fifteen percent (1015%) of the consolidated assets of MFCHolding Company. (cd) For purposes of this Agreement, a “Superior Proposal” means a an unsolicited, bona fide written proposal for an Acquisition Transaction Proposal made by a person or entity (or group of persons or entities acting in concert within the meaning of Rule 13d-5 under the Exchange Act) that the Board of Directors of MFC Holding Company concludes in good faith, after consultation with its financial and outside legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal Acquisition Proposal (including the financing thereof and any break-up fees, expense reimbursement provisions conditions thereto and taking into account the terms and conditions to consummationof this Agreement) (Ai) is more favorable to the stockholders of MFC Holding Company from a financial point of view, than the Merger transactions contemplated by this Agreement and (Bii) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposedproposed and in a timely manner; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction Proposal shall have the meaning assigned to such term in Section 5.5(b5.5(c), except the reference to “ten fifteen percent (1015%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition TransactionProposal” shall only be deemed to refer to a transaction involving MFC Holding Company or MidCarolina BankBank Subsidiary. (de) Notwithstanding anything to the contrary contained in this Agreement, prior to the receipt of the Holding Company Stockholder Approval, the Board of Directors of Holding Company may (i) withhold, withdraw, modify or amend the Holding Company Recommendation or (ii) authorize, adopt, approve, recommend or otherwise declare advisable a Superior Proposal if the Holding Company first takes the actions set forth in Section 7.1(i)(A) through (D) (any action in clause (i) or (ii), a “Change of Recommendation”), in each case if the Board of Directors of Holding Company determines in good faith (after consultation with its outside legal counsel) that failure to do so would be more likely than not to result in a violation of its fiduciary obligations under applicable law, and may also take any action contemplated by Section 7.1. (f) Except as otherwise provided in this Agreement (including Section Sections 5.3 and 7.1), nothing in this Section 5.5 shall permit MFC Holding Company to terminate this Agreement or affect any other obligation of MFC Holding Company under this Agreement. (g) Holding Company agrees that any material violation of the restrictions set forth in this Section 5.5 by any authorized representative of Holding Company shall be deemed a breach of this Section 5.5 by Holding Company.

No Other Acquisition Proposals. (a) MFC Holding Company agrees that it will not, and will cause the MFC Holding Company Subsidiaries and MFCHolding Company’s and the MFC Holding Company Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC Holding Company or any of the MFC Holding Company Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCHolding Company, prior to its meeting of stockholders to be held pursuant to Section 5.35.3 and subject to compliance with the other terms of this Section 5.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to Holding Company (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC Holding Company Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with more likely than not to result in a violation of its fiduciary duties to stockholders under applicable law, (ii) before taking such actionactions, MFC Holding Company receives from such person or entity an executed confidentiality agreementagreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with Holding Company, and (iii) the MFC Holding Company Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Holding Company shall immediately (within twenty-four (24) hours) notify ANB Buyer orally and in writing of its Holding Company’s receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB Buyer apprised of any material related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC Holding Company or MidCarolina Bank, other than as contemplated by this AgreementBank Subsidiary: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries Holding Company or ten percent (10%) or more of any class of equity or voting securities of MFC Holding Company or the MFC Holding Company Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCHolding Company; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of equity or voting securities of MFC Holding Company or the MFC Holding Company Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCHolding Company. (cd) For purposes of this Agreement, a “Superior Proposal” means a an unsolicited, bona fide written proposal for an Acquisition Transaction Proposal made by a person or entity (or group of persons or entities acting in concert within the meaning of Rule 13d-5 under the Exchange Act) that the Board of Directors of MFC Holding Company concludes in good faith, after consultation with its financial and outside legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal Acquisition Proposal and including the person making the proposal (including any break-up fees, expense reimbursement provisions terms and conditions to consummation) of this Agreement (A) is more favorable to the stockholders of MFC Holding Company from a financial point of view, than the Merger transactions contemplated by this Agreement and (B) is fully financed or reasonably capable of being fully financed, to the extent required, financed and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction Proposal shall have the meaning assigned to such term in Section 5.5(b5.5(c), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition TransactionProposal” shall only be deemed to refer to a transaction involving MFC Holding Company or MidCarolina BankBank Subsidiary. (de) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC Holding Company to terminate this Agreement or affect any other obligation of MFC Holding Company under this Agreement. (f) Holding Company agrees that any violation of the restrictions set forth in this Section 5.5 by any representative of Holding Company shall be deemed a breach of this Section 5.5 by Holding Company.

No Other Acquisition Proposals. (a) MFC Without limitation on its other obligations under this Agreement, Prosperity agrees that neither it will notnor any of the officers and directors of Prosperity shall, and will that Prosperity shall use its reasonable best efforts to cause the MFC Subsidiaries and MFC’s and the MFC Subsidiaries’ officers, directors, its employees, agents and representatives (including any financial advisorinvestment banker, attorney or accountant retained by MFC it or any of the MFC Prosperity Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction (as defined hereinbelow). Notwithstanding the foregoing; provided, however, that nothing contained in this Section 5.5 3.9 shall prohibit MFC, prior to its meeting of stockholders to be held pursuant to Section 5.3, Prosperity from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, written bona fide written proposal regarding an Acquisition Transaction if, and only to the extent that (i) the MFC Prosperity Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside counsel, that the failure to take furnish such actions information or enter into such discussions or negotiations would be inconsistent with more likely than not constitute a breach of its fiduciary duties to stockholders shareholders under applicable law, (ii) before taking such action, MFC Prosperity receives from such person or entity an executed confidentiality agreement, and (iii) the MFC Prosperity Board of Directors concludes in good faith that the proposal regarding the Acquisition Transaction constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Prosperity shall immediately (within twenty-four (24) hours) notify ANB Union orally and in writing within 48 hours of its receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, of the material terms and conditions thereof, and of the identity of the person making such proposal or inquiry, and will keep ANB apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (b) For purposes of this Agreement, (i) an “Acquisition Transaction” means any of the following transactions involving MFC or MidCarolina BankProsperity, other than as contemplated by this Agreement: (i) a merger, reorganization, consolidation, share exchange, joint venture, business combinationcombination or similar transaction or any purchase of all or any material portion of its assets, reorganization, liquidation, dissolution or other similar transaction; and (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries or ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFC. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Prosperity Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC its shareholders, from a financial point of view, than the Merger Affiliation and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis financed and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC or MidCarolina Bank. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.

No Other Acquisition Proposals. (a) MFC MainStreet agrees that it will not, and will cause the MFC MainStreet Subsidiaries and MFCMainStreet’s and the MFC MainStreet Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC MainStreet or any of the MFC MainStreet Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCMainStreet, prior to its meeting of stockholders to be held pursuant to Section 5.35.3 and subject to compliance with the other terms of this Section 5.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to MainStreet (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC MainStreet Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside counsellegal counsel and its financial advisors, that the failure to take such actions would be inconsistent with more likely than not to result in a violation of its fiduciary duties to stockholders under applicable law, (ii) before taking such actionactions, MFC MainStreet receives from such person or entity an executed confidentiality agreementagreement on terms no less favorable to it than the Confidentiality Agreement, dated May 29, 2014, between American and MainStreet (the “Confidentiality Agreement”), which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with MainStreet, and (iii) the MFC MainStreet Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC MainStreet shall immediately (within twenty-four (24) hours) notify ANB American orally and in writing of its MainStreet’s receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB American apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC MainStreet or MidCarolina Franklin Community Bank, other than as contemplated by this Agreement: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries MainStreet or ten percent (10%) or more of any class of equity or voting securities of MFC MainStreet or the MFC MainStreet Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCMainStreet; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of equity or voting securities of MFC MainStreet or the MFC MainStreet Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCMxxxXxxxxx. (cx) For purposes of this Agreement, a “Superior Proposal” means a an unsolicited, bona fide written proposal for an Acquisition Transaction Proposal made by a person or entity (or group of persons or entities acting in concert within the meaning of Rule 13d-5 under the Exchange Act) that the Board of Directors of MFC MainStreet concludes in good faith, after consultation with its financial and outside legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal Acquisition Proposal and including the person making the proposal (including any break-up fees, expense reimbursement provisions terms and conditions to consummation) of this Agreement (A) is more favorable to the stockholders of MFC MainStreet from a financial point of view, than the Merger transactions contemplated by this Agreement and (B) is fully financed or reasonably capable of being fully financed, to the extent required, financed and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction Proposal shall have the meaning assigned to such term in Section 5.5(b5.5(c), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition TransactionProposal” shall only be deemed to refer to a transaction involving MFC MainStreet or MidCarolina Franklin Community Bank. (de) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC MainStreet to terminate this Agreement or affect any other obligation of MFC MainStreet under this Agreement. (f) MainStreet agrees that any violation of the restrictions set forth in this Section 5.5 by any representative of MainStreet shall be deemed a breach of this Section 5.5 by MainStreet.

No Other Acquisition Proposals. (a) MFC MainStreet agrees that it will not, and will cause the MFC MainStreet Subsidiaries and MFCMainStreet’s and the MFC MainStreet Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC MainStreet or any of the MFC MainStreet Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCMainStreet, prior to its meeting of stockholders to be held pursuant to Section 5.35.3 and subject to compliance with the other terms of this Section 5.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to MainStreet (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC MainStreet Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside counsellegal counsel and its financial advisors, that the failure to take such actions would be inconsistent with more likely than not to result in a violation of its fiduciary duties to stockholders under applicable law, (ii) before taking such actionactions, MFC MainStreet receives from such person or entity an executed confidentiality agreementagreement on terms no less favorable to it than the Confidentiality Agreement, dated May 29, 2014, between American and MainStreet (the “Confidentiality Agreement”), which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with MainStreet, and (iii) the MFC MainStreet Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC MainStreet shall immediately (within twenty-four (24) hours) notify ANB American orally and in writing of its MainStreet’s receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB American apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC MainStreet or MidCarolina Franklin Community Bank, other than as contemplated by this Agreement: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries MainStreet or ten percent (10%) or more of any class of equity or voting securities of MFC MainStreet or the MFC MainStreet Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCMainStreet; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of equity or voting securities of MFC MainStreet or the MFC MainStreet Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCXxxxXxxxxx. (cx) For purposes of this Agreement, a “Superior Proposal” means a an unsolicited, bona fide written proposal for an Acquisition Transaction Proposal made by a person or entity (or group of persons or entities acting in concert within the meaning of Rule 13d-5 under the Exchange Act) that the Board of Directors of MFC MainStreet concludes in good faith, after consultation with its financial and outside legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal Acquisition Proposal and including the person making the proposal (including any break-up fees, expense reimbursement provisions terms and conditions to consummation) of this Agreement (A) is more favorable to the stockholders of MFC MainStreet from a financial point of view, than the Merger transactions contemplated by this Agreement and (B) is fully financed or reasonably capable of being fully financed, to the extent required, financed and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction Proposal shall have the meaning assigned to such term in Section 5.5(b5.5(c), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition TransactionProposal” shall only be deemed to refer to a transaction involving MFC MainStreet or MidCarolina Franklin Community Bank. (de) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC MainStreet to terminate this Agreement or affect any other obligation of MFC MainStreet under this Agreement. (f) MainStreet agrees that any violation of the restrictions set forth in this Section 5.5 by any representative of MainStreet shall be deemed a breach of this Section 5.5 by MainStreet.

No Other Acquisition Proposals. (a) MFC Each party agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC its Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage inquiries or proposals with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction (as defined hereinbelow). Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCeither party, prior to its respective meeting of stockholders to be held pursuant to Section 5.3, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction with respect to such party if, and only to the extent that (i) the MFC Board such party’s board of Directors directors concludes in good faith, after consultation with and based upon the written advice of outside counsel, that the failure to take such actions would be inconsistent with its fiduciary duties to stockholders under applicable law, (ii) before taking such action, MFC such party receives from such person or entity an executed confidentiality agreement, and (iii) the MFC Board such party’s board of Directors directors concludes in good faith that the proposal regarding the Acquisition Transaction constitutes or is reasonably likely to result in a Superior Proposal (as defined hereinbelow). MFC Each party shall immediately (within twenty-four (24) 24 hours) notify ANB the other party orally and in writing of its receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB the other party apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (b) For purposes of this Agreement, an “Acquisition Transaction” means any of the following transactions involving MFC VFG or MidCarolina BankFNB, or their respective Subsidiaries, other than as contemplated by this Agreement: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of the party; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) % or more of the consolidated assets of MFC a party and the MFC its Subsidiaries or ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFCthe party; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFCthe party. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC VFG or FNB, as the case may be, concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC VFG or FNB, as the case may be, from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, financed and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b), except the reference to “ten percent (10%) % or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC FNB or MidCarolina BankVFG or one of their respective banking Subsidiaries. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing Nothing in this Section 5.5 shall permit MFC either party to terminate this Agreement or affect any other obligation of MFC the parties under this Agreement.

No Other Acquisition Proposals. (a) MFC PBVA agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC Subsidiaries’ their respective officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC PBVA or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, endorse or encourage inquiries inquiries, proposals or proposals offers with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCPBVA, prior to its meeting obtaining the PBVA Shareholder Approval and subject to compliance with the other terms of stockholders to be held pursuant to this Section 5.35.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to PBVA (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC Board of Directors of PBVA concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with more likely than not to result in a violation of its fiduciary duties to stockholders shareholders under applicable law, (ii) before taking such actionactions, MFC PBVA receives from such person or entity an executed confidentiality agreementagreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with PBVA, and (iii) the MFC Board of Directors of PBVA concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined herein). MFC PBVA shall immediately promptly (within twenty-four (24) hours) notify ANB CFFI orally and in writing of its PBVA’s receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB CFFI apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC PBVA or MidCarolina Peoples Community Bank, other than as contemplated by this Agreement: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten twenty percent (1020%) or more of the consolidated assets of MFC and the MFC Subsidiaries PBVA or ten twenty percent (1020%) or more of any class of equity or voting securities of MFC PBVA or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten twenty percent (1020%) of the consolidated assets of MFCPBVA; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten twenty percent (1020%) or more of any class of equity or voting securities of MFC PBVA or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten twenty percent (1020%) of the consolidated assets of MFCPBVA. (cd) For purposes of this Agreement, a “Superior Proposal” means a an unsolicited, bona fide written proposal for an Acquisition Transaction Proposal made by a person or entity (or group of persons or entities acting in concert within the meaning of Rule 13d-5 under the Exchange Act) that the Board of Directors of MFC PBVA concludes in good faith, after consultation with its financial and outside legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal Acquisition Proposal and including the person making the proposal (including any break-up fees, expense reimbursement provisions terms and conditions to consummationof this Agreement is (i) (A) is more favorable to the stockholders shareholders of MFC PBVA from a financial point of view, than the Merger and transactions contemplated by this Agreement, (Bii) is fully financed or reasonably capable of being fully financed, to the extent required, and (iii) reasonably likely to receive all required approvals of Governmental Authorities Authorities, and (as defined below in Section 5.6(a)iv) on a timely basis and otherwise reasonably capable of being completed on the terms proposedproposed on a timely basis; provided that, for purposes of this definition of “Superior Proposal,” the Acquisition Transaction Proposal shall have the meaning assigned to such term in Section 5.5(b5.5(c), except the reference to “ten twenty percent (1020%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition TransactionProposal” shall only be deemed to refer to a transaction involving MFC PBVA or MidCarolina Peoples Community Bank. (de) Except as provided in Section 5.5(f), neither the Board of Directors of PBVA nor any committee thereof shall (i) withhold, withdraw, qualify, modify or fail to make in any manner adverse to CFFI the PBVA Board Recommendation; (ii) propose publicly to withhold, withdraw, qualify or modify in any manner adverse to CFFI the PBVA Board Recommendation or (iii) take such other action or make any other public statement in connection with the PBVA Shareholders Meeting inconsistent with the PBVA Board Recommendation (collectively, a “Change in PBVA Recommendation”). (f) Notwithstanding anything in this Agreement to the contrary, at any time prior to the PBVA Shareholders Meeting, the Board of Directors of PBVA may (1) make a Change in PBVA Recommendation, in which event the Board of Directors of PBVA may communicate the basis for its lack of PBVA Board Recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law or regulation, or (2) terminate the Agreement pursuant to Section 7.1(i) and enter into an acquisition agreement or similar agreement with respect to a Superior Proposal; provided, that the Board of Directors of PBVA may only take actions under this Section 5.5(f) if and only to the extent that: (i) the Board of Directors of PBVA has received and evaluated a Superior Proposal in accordance with this Section 5.5; (ii) the Board of Directors of PBVA has determined in good faith, after consultation with outside legal counsel and financial advisers, that failure to pursue such Superior Proposal and make a Change in PBVA Recommendation, as applicable, would result in a violation of its fiduciary duties under applicable law; and (iii) prior to taking such any such action, (A) PBVA shall notify CFFI in writing, at least five (5) business days in advance, that it intends to accept a Superior Proposal; (B) upon CFFI’s request, PBVA shall discuss with CFFI the facts and circumstances giving rise to such decision and negotiate in good faith with CFFI to facilitate CFFI’s evaluation of whether to improve the terms and conditions of this Agreement as would permit the Board of Directors of PBVA not to accept the Superior Proposal; (C) if CFFI shall have delivered to PBVA an offer to alter the terms of this Agreement during such five (5) business day notice period, the Board of Directors of PBVA shall have determined in good faith (after consultation with its outside legal counsel and financial advisor), after considering the terms of such offer by CFFI, that such Superior Proposal would continue to constitute a Superior Proposal; and (D) in the event of any material change to the material terms of such Superior Proposal, PBVA shall, in each case, provide CFFI with an additional notice and the five (5) business day notice period shall recommence. (g) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC PBVA to terminate this Agreement or affect any other obligation of MFC PBVA under this Agreement. (h) PBVA agrees that any violation of the restrictions set forth in this Section 5.5 by any representative of PBVA shall be deemed a breach of this Section 5.5 by PBVA.

No Other Acquisition Proposals. (a) MFC Each party agrees that it will not, and will cause the MFC its Subsidiaries and MFC’s its and the MFC its Subsidiaries’ officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC it or any of the MFC its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, endorse, or knowingly encourage inquiries or knowingly facilitate any inquiries, proposals or offers with respect to or any inquiry, proposal or offer that is reasonably likely to lead to, an Acquisition Proposal (as defined herein), (ii) furnish any confidential or nonpublic information relating toto an Acquisition Proposal, or (iii) engage or participate in any negotiations or discussions concerning, concerning an Acquisition Transaction Proposal, provided that nothing in this Agreement shall prevent such party or its representatives from contacting any person that has made an Acquisition Proposal solely for the purpose of seeking clarification of the terms of such Acquisition Proposal or directing such person to the terms of this Section 5.5. (as defined hereinb) Notwithstanding Section 5.5(a). Notwithstanding the foregoing, nothing contained in this Section 5.5 Agreement shall prohibit MFCeither party, prior to its respective meeting of stockholders shareholders to be held pursuant to Section 5.35.3 and subject to compliance with the other terms of this Section 5.5, from furnishing confidential or nonpublic information to, or entering into engaging or participating in discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to such party (that did not result from a breach of this Section 5.5) if, and only to the extent that that, (i) the MFC such party’s Board of Directors concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with reasonably likely to result in a violation of its fiduciary duties to stockholders its shareholders under applicable law, (ii) before taking such actionactions, MFC such party receives from such person or entity an executed confidentiality agreementagreement on terms no less restrictive with respect to the confidential treatment of information by such party than the Confidentiality Agreements, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with such party, and (iii) the MFC such party’s Board of Directors concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined herein). MFC Each party shall immediately (within twenty-four (24) hours) notify ANB the other party orally and in writing of its receipt of any proposal or inquiry relating to an such Acquisition TransactionProposal, the material terms and conditions thereofthereof and, the identity of the person making such proposal or inquiryAcquisition Proposal, and will thereafter keep ANB the other party apprised of any related material developments, discussions and negotiations on a reasonably current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC BRBS or MidCarolina BankBAYK, other than as contemplated by this Agreementor their respective Subsidiaries: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactiontransaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of the party; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) % or more of the consolidated assets of MFC a party and the MFC its Subsidiaries or ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFCthe party; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) % or more of any class of equity or voting securities of MFC a party or the MFC its Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) % of the consolidated assets of MFC. (c) For purposes of this Agreement, a “Superior Proposal” means a bona fide written proposal for an Acquisition Transaction that the Board of Directors of MFC concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) (A) is more favorable to the stockholders of MFC from a financial point of view, than the Merger and (B) is fully financed or reasonably capable of being fully financed, to the extent required, and reasonably likely to receive all required approvals of Governmental Authorities (as defined below in Section 5.6(a)) on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, party. Solely for purposes of this definition of “Superior Proposal,” the Acquisition Transaction shall have the meaning assigned to such term in Section 5.5(b7.4(a) and Section 7.4(c), except the reference all references to “ten percent (10%) % or more” in such definition shall be deemed to be a reference references to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC 50% or MidCarolina Bankmore. (d) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC to terminate this Agreement or affect any other obligation of MFC under this Agreement.”

No Other Acquisition Proposals. (a) MFC FCB agrees that it will not, and will cause the MFC Subsidiaries and MFC’s and the MFC Subsidiaries’ its officers, directors, employees, agents and representatives (including any financial advisor, attorney or accountant retained by MFC or any of the MFC SubsidiariesFCB) not to, directly or indirectly, (i) initiate, solicit solicit, endorse or encourage inquiries inquiries, proposals or proposals offers with respect to, (ii) furnish any confidential or nonpublic information relating to, or (iii) engage or participate in any negotiations or discussions concerning, an Acquisition Transaction Proposal (as defined herein). . (b) Notwithstanding the foregoing, nothing contained in this Section 5.5 shall prohibit MFCFCB, prior to its meeting obtaining the FCB Shareholder Approval and subject to compliance with the other terms of stockholders to be held pursuant to this Section 5.35.5, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide written proposal regarding an Acquisition Transaction Proposal with respect to FCB (that did not result from a breach of this Section 5.5) if, and only to the extent that (i) the MFC Board of Directors of FCB concludes in good faith, after consultation with and based upon the written advice of outside legal counsel, that the failure to take such actions would be inconsistent with more likely than not to result in a violation of its fiduciary duties to stockholders shareholders under applicable law, (ii) before taking such actionactions, MFC FCB receives from such person or entity an executed confidentiality agreementagreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with FCB, provided that any nonpublic information furnished or to be furnished to such person or entity shall have previously been provided to Parent or will simultaneously be provided to Parent, and (iii) the MFC Board of Directors of FCB concludes in good faith faith, after consultation with its outside legal counsel and financial advisors, that the proposal regarding the Acquisition Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal (as defined herein). MFC FCB shall immediately promptly (within twenty-four (24) hours) notify ANB Parent orally and in writing of its FCB’s receipt of any such proposal or inquiry relating to an Acquisition Transactioninquiry, the material terms and conditions thereof, the identity of the person making such proposal or inquiry, and will keep ANB Parent apprised of any related developments, discussions and negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (bc) For purposes of this Agreement, an “Acquisition TransactionProposal” means means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, any of the following transactions involving MFC or MidCarolina Bank, other than as contemplated by this AgreementFCB: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction; (ii) any acquisition or purchase, direct or indirect, of ten percent (10%) or more of the consolidated assets of MFC and the MFC Subsidiaries FCB or ten percent (10%) or more of any class of equity or voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCFCB; or (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning ten percent (10%) or more of any class of equity or voting securities of MFC or the MFC Subsidiaries whose assets, individually or in the aggregate, constitute more than ten percent (10%) of the consolidated assets of MFCFCB. (cd) For purposes of this Agreement, a “Superior Proposal” means a an unsolicited, bona fide written proposal for an Acquisition Transaction Proposal made by a person or entity (or group of persons or entities acting in concert within the meaning of Rule 13d-5 under the Exchange Act) that the Board of Directors of MFC FCB concludes in good faith, after consultation with its financial and outside legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal Acquisition Proposal and including the person making the proposal (including any break-up fees, expense reimbursement provisions terms and conditions to consummationof this Agreement is (i) (A) is more favorable to the stockholders shareholders of MFC FCB from a financial point of view, than the Merger and transactions contemplated by this Agreement, (Bii) is fully financed or reasonably capable of being fully financed, to the extent required, and (iii) reasonably likely to receive all required approvals of Governmental Authorities Authorities, and (as defined below in Section 5.6(a)iv) on a timely basis and otherwise reasonably capable of being completed on the terms proposedproposed on a timely basis; provided that, for purposes of this definition of “Superior Proposal,” the term “Acquisition Transaction Proposal” shall have the meaning assigned to such term in Section 5.5(b5.5(c), except the reference to “ten percent (10%) or more” in such definition shall be deemed to be a reference to “a majority” and “Acquisition Transaction” shall only be deemed to refer to a transaction involving MFC or MidCarolina Bank”. (de) Except as provided in Section 5.5(f), neither the Board of Directors of FCB nor any committee thereof shall (i) withhold, withdraw, qualify, modify or fail to make in any manner adverse to Parent the FCB Board Recommendation; (ii) propose publicly to withhold, withdraw, qualify or modify in any manner adverse to Parent the FCB Board Recommendation or (iii) take such other action or make any other public statement in connection with the FCB Shareholders Meeting inconsistent with the FCB Board Recommendation (collectively, a “Change of Recommendation”). (f) Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the FCB Shareholder Approval, the Board of Directors of FCB may (1) make a Change of Recommendation, in which event the Board of Directors of FCB may communicate the basis for its lack of FCB Board Recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law or regulation, or (2) terminate the Agreement pursuant to Section 7.1(i) and enter into an acquisition agreement or similar agreement with respect to a Superior Proposal; provided, that the Board of Directors of FCB may only take actions under this Section 5.5(f) if and only to the extent that: (i) the Board of Directors of FCB has received and evaluated a Superior Proposal in accordance with this Section 5.5; (ii) the Board of Directors of FCB has determined in good faith, after consultation with outside legal counsel and financial advisers, that failure to pursue such Superior Proposal and make a Change of Recommendation, as applicable, would result in a violation of its fiduciary duties under applicable law; and (iii) prior to taking such any such action, (A) FCB shall notify Parent in writing, at least five (5) business days in advance, that it intends to accept a Superior Proposal; (B) upon Parent’s request, FCB shall discuss with Parent the facts and circumstances giving rise to such decision and negotiate in good faith with Parent to facilitate Parent’s evaluation of whether to improve the terms and conditions of this Agreement as would permit the Board of Directors of FCB not to accept the Superior Proposal; (C) if Parent shall have delivered to FCB an offer to alter the terms of this Agreement during such five (5) business day notice period, the Board of Directors of FCB shall have determined in good faith (after consultation with its outside legal counsel and financial advisor), after considering the terms of such offer by Parent, that such Superior Proposal would continue to constitute a Superior Proposal; and (D) in the event of any material change to the material terms of such Superior Proposal, FCB shall, in each case, provide Parent with an additional notice and the five (5) business day notice period shall recommence. (g) Except as otherwise provided in this Agreement (including Section 7.1), nothing in this Section 5.5 shall permit MFC FCB to terminate this Agreement or affect any other obligation of MFC FCB under this Agreement. (h) FCB agrees that any violation of the restrictions set forth in this Section 5.5 by any representative of FCB shall be deemed a breach of this Section 5.5 by FCB.