Common use of Other Offers, etc Clause in Contracts

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or initiate, or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 shall not prohibit a First South Entity from furnishing nonpublic information regarding any First South Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First South’s Board shall have determined in good faith, after consultation with the First South Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South furnishes such nonpublic information to Carolina Financial (to the extent such nonpublic information has not been previously furnished by First South to Carolina Financial). In addition to the foregoing, First South shall provide Carolina Financial with at least two business days’ prior written notice of a meeting of First South’s Board at which meeting First South’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South shall keep Carolina Financial reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each First South Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce induce, or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal6.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Seller Shareholder Vote, this Section 7.3 6.3 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First Souththe Seller’s Board shall have determined in good faith, after consultation with the First South Seller Financial Advisor Advisors and First Souththe Seller’s outside counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First Souththe Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South the Seller and its shareholders, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ prior written notice of a meeting of First Souththe Seller’s Board at which meeting First Souththe Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Seller shall keep Carolina Financial Buyer reasonably informed on a prompt basis, basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Cornerstone Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Cornerstone Shareholder Vote, this Section 7.3 shall not prohibit a First South Cornerstone Entity from furnishing nonpublic information regarding any First South Cornerstone Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Cornerstone Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First SouthCornerstone’s Board of Directors shall have determined in good faith, after consultation with the First South Cornerstone Financial Advisor and First SouthCornerstone’s outside counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthCornerstone’s Board of Directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South Cornerstone and its shareholders, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Cornerstone gives Carolina Financial Parent written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthCornerstone’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Cornerstone receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Cornerstone furnishes such nonpublic information to Carolina Financial Parent (to the extent such nonpublic information has not been previously furnished by First South Cornerstone to Carolina FinancialParent). In addition to the foregoing, First South Cornerstone shall provide Carolina Financial Parent with at least two five business days’ prior written notice of a meeting of First SouthCornerstone’s Board of Directors at which meeting First SouthCornerstone’s Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Cornerstone shall keep Carolina Financial Parent reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South ASBB Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite First South ASBB Shareholder VoteApproval, this Section 7.3 shall not prohibit a First South ASBB Entity from furnishing nonpublic information regarding any First South ASBB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South ASBB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First SouthASBB’s Board board of directors shall have determined in good faith, after consultation with the First South ASBB Financial Advisor (or such other financial advisor as ASBB may use) and First South’s outside legal counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthASBB’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South ASBB and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South ASBB receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South ASBB furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South ASBB to Carolina FinancialBuyer). In addition to the foregoing, First South ASBB shall provide Carolina Financial Buyer with at least two business days’ prior written notice of a meeting of First SouthASBB’s Board board of directors at which meeting First SouthASBB’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South ASBB shall keep Carolina Financial reasonably Buyer informed on a prompt basis, basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date Neither CBAC nor any TFC Entity shall, nor shall either Party authorize or permit any of this Agreement through the first to occur of the Effective Time their respective Affiliates or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.3(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any definitive agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.3 shall not prohibit a First South Entity either Party from furnishing nonpublic information regarding itself and in the case of TFC, any First South Entity toTFC Entity, to or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South neither CBAC nor any TFC Entity or Representative their respective Representatives or Affiliate thereof Affiliates, as applicable, shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.3, (B) First South’s the Board shall have determined of Directors of CBAC or TFC, as the case may be, in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of CBAC Financial Advisor and First South’s outside counselor TFC Financial Advisor, as applicable, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s the Board of Directors of CBAC or TFC, as the case may be, concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.3, to the stockholders of CBAC or TFC, as the case may be, under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South the Party gives Carolina Financial the other Party written notice (which may be by electronic mail) of the identity of such Person or Group and of First Southsuch Party’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South such Party receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South such Party furnishes such nonpublic information to Carolina Financial the other Party (to the extent such nonpublic information has not been previously furnished by First South to Carolina Financialsuch Party). In addition to the foregoing, First South such Party shall provide Carolina Financial the other Party with at least two five business days’ prior written notice of a meeting of First South’s its Board of Directors at which meeting First South’s such Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal of CBAC or TFC, as the case may be, to its shareholders, stockholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that such Party hereby agrees promptly to provide to the other Party any revised documentation and material terms of any definitive agreement relating to such Acquisition Superior Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each First South GSB Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite First South GSB Shareholder VoteApproval, this Section 7.3 shall not prohibit a First South GSB Entity from furnishing nonpublic information regarding any First South GSB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South GSB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation an unintentional violation that is unintentional and immaterial and did not not, directly or indirectly, result in the submission of such Acquisition Proposal), (B) First SouthGSB’s Board board of directors shall have determined in good faith, after consultation with the First South GSB Financial Advisor (or such other financial advisor as GSB may use) and First South’s outside legal counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthGSB’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South GSB and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South GSB receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party GSB than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South GSB furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South GSB to Carolina FinancialBuyer). In addition to the foregoing, First South GSB shall provide Carolina Financial Buyer with at least two business three (3) days’ prior written notice of a meeting of First SouthGSB’s Board board of directors at which meeting First SouthGSB’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South GSB shall keep Carolina Financial reasonably Buyer informed on a prompt basis, basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South BFTL Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit solicit, or initiate, or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South BFTL Shareholder Vote, this Section 7.3 shall not prohibit a First South BFTL Entity from furnishing nonpublic information regarding any First South BFTL Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South BFTL Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First SouthBFTL’s Board of Directors shall have determined in good faith, after consultation with the First South BFTL Financial Advisor and First SouthBFTL’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First SouthBFTL’s Board of Directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South BFTL and its shareholders, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South BFTL gives Carolina Financial Parent written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthBFTL’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South BFTL receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South BFTL furnishes such nonpublic information to Carolina Financial Parent (to the extent such nonpublic information has not been previously furnished by First South BFTL to Carolina FinancialParent). In addition to the foregoing, First South BFTL shall provide Carolina Financial Parent with at least two five business days’ prior written notice of a meeting of First SouthBFTL’s Board of Directors at which meeting First SouthBFTL’s Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South BFTL shall keep Carolina Financial Parent reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Touchstone Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit solicit, or initiate, or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Touchstone Shareholder Vote, this Section 7.3 shall not prohibit a First South Touchstone Entity from furnishing nonpublic information regarding any First South Touchstone Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Touchstone Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First SouthTouchstone’s Board of Directors shall have determined in good faith, after consultation with the First South Touchstone Financial Advisor and First SouthTouchstone’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First SouthTouchstone’s Board of Directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law to First South Touchstone and its shareholders, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Touchstone gives Carolina Financial FXNC written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthTouchstone’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Touchstone receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Touchstone furnishes such nonpublic information to Carolina Financial FXNC (to the extent such nonpublic information has not been previously furnished by First South Touchstone to Carolina FinancialFXNC). In addition to the foregoing, First South Touchstone shall provide Carolina Financial FXNC with at least two five business days’ prior written notice of a meeting of First SouthTouchstone’s Board of Directors at which meeting First SouthTouchstone’s Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Touchstone shall keep Carolina Financial FXNC reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date No Buyer Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly indirectly: (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate encourage the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, ; (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal; (iii) except as expressly permitted in Section 7.2(d), approve, endorse or recommend any Acquisition Proposal, or (iiiiv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 7.2(a) shall not prohibit a First South Buyer Entity from furnishing nonpublic information regarding any First South Buyer Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Buyer Entity or Representative or Affiliate thereof shall have violated in any material respect any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), 7.2; (B) First South’s Board shall have determined the board of directors of Buyer determines in good faith, faith (after consultation with the First South its outside counsel and Buyer Financial Advisor and First South’s outside counsel, Advisor) that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, ; (C) First South’s Board concludes the board of directors of Buyer determines in good faith, after consultation with its outside legal counsel, that the failure to take such action do so would be inconsistent with violate its fiduciary duties to Buyer stockholders under applicable Law to First South and its shareholdersLaw, as such duties would exist in the absence of this Section 7.2, (D) (1) at least two business days (2) Business Days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Buyer gives Carolina Financial Target written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthBuyer’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Buyer receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this the Confidentiality Agreement, ; and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Buyer furnishes such nonpublic information to Carolina Financial Target (to the extent such nonpublic information has not been previously furnished by First South Buyer to Carolina FinancialTarget). In addition to the foregoing, First South Buyer shall provide Carolina Financial Target with at least two business days’ (2) Business Days prior written notice of a meeting of First South’s Board the board of directors of Buyer at which meeting First South’s Board the board of directors of Buyer is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, stockholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Buyer hereby agrees promptly to provide to Target and material terms of such the Target Members any revised documentation and any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity PLMT shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or initiate, or knowingly encourage, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third third-party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South PLMT Shareholder VoteApproval, this Section 7.3 shall not prohibit a First South PLMT Entity from furnishing nonpublic information regarding any First South PLMT Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South the Acquisition Proposal did not result from a breach of this Section 7.3 by any PLMT Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposalor immaterial), (B) First SouthPLMT’s Board board of directors shall have determined in good faith, after consultation with the First South Financial Advisor its financial advisors and First South’s outside legal counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthPLMT’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South PLMT and its shareholders, (D) (1) at least two business days prior to PLMT gives Parent prompt (but in no event alter than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of PLMT’s receipt of any Acquisition Proposal (which notice shall include the identity of such Person or Group) and (y) of PLMT’s furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South PLMT receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party PLMT than the confidentiality terms of this Agreementthe mutual non-disclosure agreement entered into by the Bank and Parent dated as of February 9, 2015, and (E) contemporaneously with or promptly after furnishing any such nonpublic information to such Person or Group, First South PLMT furnishes such nonpublic information to Carolina Financial Parent (to the extent such nonpublic information has not been previously furnished by First South PLMT to Carolina FinancialParent). In addition to the foregoing, First South shall provide Carolina Financial with at least two business days’ prior written notice of a meeting of First South’s Board at which meeting First South’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South PLMT shall keep Carolina Financial Parent reasonably informed on a prompt basis, basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date No Seller Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, or induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 7.1(b), approve, endorse, or recommend any Acquisition Proposal, or (iv) subject to Section 7.1(b), enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)7.3, (B) First South’s Board shall have determined the board of directors of the Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of Seller Financial Advisor and First South’s outside counsel, Advisor) that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s Board the board of directors of the Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 7.3, to the shareholders of the Seller under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South the Seller gives Carolina Financial the Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First Souththe Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South the Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South the Seller furnishes such nonpublic information to Carolina Financial the Buyer (to the extent such nonpublic information has not been previously furnished by First South the Seller to Carolina Financialthe Buyer). In addition to the foregoing, First South the Seller shall provide Carolina Financial the Buyer with at least two five business days’ prior written notice of a meeting of First South’s Board the board of directors of the Seller at which meeting First South’s Board the board of directors of the Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that the Seller hereby agrees promptly to provide to the Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date Neither SPAH nor any FFC Entity shall, nor shall either Party authorize or permit any of this Agreement through the first to occur of the Effective Time their respective Affiliates or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.3(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any definitive agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.3 shall not prohibit a First South Entity either Party from furnishing nonpublic information regarding itself and in the case of FFC, any First South Entity toFFC Entity, to or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South neither SPAH nor any FFC Entity or Representative their respective Representatives or Affiliate thereof Affiliates, as applicable, shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.3, (B) First South’s the Board shall have determined of Directors of SPAH or FFC, as the case may be, in its good faithfaith judgment (based on, after consultation with among other things, the First South Financial Advisor and First South’s outside counseladvice of their respective independent financial advisors, including for FFC, Sandler X’Xxxxx, or such other independent financial advisor as the FFC Board may select), that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s the Board of Directors of SPAH or FFC, as the case may be, concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.3, to the stockholders of SPAH or FFC, as the case may be, under applicable Law to First South and its shareholdersLaw, (D) (1) at least two business days five Business Days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South the Party gives Carolina Financial the other Party written notice (which may be by electronic mail) of the identity of such Person or Group and of First Southsuch Party’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South such Party receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South such Party furnishes such nonpublic information to Carolina Financial the other Party (to the extent such nonpublic information has not been previously furnished by First South to Carolina Financialsuch Party). In addition to the foregoing, First South such Party shall provide Carolina Financial the other Party with at least two business daysfive Business Days’ prior written notice of a meeting of First South’s its Board of Directors at which meeting First South’s such Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal of SPAH or FFC, as the case may be, to its shareholders, stockholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that such Party hereby agrees promptly to provide to the other Party any revised documentation and material terms of any definitive agreement relating to such Acquisition Superior Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date No Seller Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, or induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide "Group" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Xxxxxxxxxxx Xxxxxxxx, (xxx) subject to Section 7.2(c), approve, endorse, or recommend any Acquisition Proposal, or (iiiiv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 7.2 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)7.2, (B) First South’s Board shall have determined the board of directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of the Seller Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal), (C) First South’s Board the board of directors of Seller concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 7.2, to the shareholders of Seller under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s Seller's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ ' prior written notice of a meeting of First South’s Board the board of directors of Seller at which meeting First South’s Board the board of directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South CLBH Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite First South CLBH Shareholder VoteApproval, this Section 7.3 shall not prohibit a First South CLBH Entity from furnishing nonpublic information regarding any First South CLBH Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South CLBH Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First SouthCLBH’s Board board of directors shall have determined in good faith, after consultation with the First South CLBH Financial Advisor and First SouthCLBH’s outside counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthCLBH’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South CLBH and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South CLBH receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South CLBH furnishes such nonpublic information to Carolina Financial FBNC (to the extent such nonpublic information has not been previously furnished by First South CLBH to Carolina FinancialFBNC). In addition to the foregoing, First South CLBH shall provide Carolina Financial FBNC with at least two business days’ prior written notice of a meeting of First SouthCLBH’s Board board of directors at which meeting First SouthCLBH’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South CLBH shall keep Carolina Financial FBNC reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date No Frontstep Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide "GROUP" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) relating to an Acquisition Proposal or contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.2(a) shall not prohibit a First South Frontstep Entity from furnishing nonpublic information regarding any First South Frontstep Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Frontstep Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) First South’s the Board shall have determined of Directors of Frontstep determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of Frontstep's Financial Advisor and First South’s outside counsel, or any other financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Frontstep gives Carolina Financial MAPICS written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s Frontstep's intention to furnish nonpublic information to, or enter into discussions or negotiations with, to such Person or Group, and (2) First South Frontstep receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (ED) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Frontstep furnishes such nonpublic information to Carolina Financial MAPICS (to the extent such nonpublic information has not been previously furnished by First South Frontstep to Carolina FinancialMAPICS). In addition to the foregoing, First South shall provide Carolina Financial with at least two business days’ prior written notice of a meeting of First South’s Board at which meeting First South’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South shall keep Carolina Financial reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each First South SB Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite First South SB Shareholder VoteApproval, this Section 7.3 shall not prohibit a First South SB Entity from furnishing nonpublic information regarding any First South SB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South SB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation an unintentional violation that is unintentional and immaterial and did not not, directly or indirectly, result in the submission of such Acquisition Proposal), (B) First SouthSB’s Board board of directors shall have determined in good faith, after consultation with the First South SB Financial Advisor (or such other financial advisor as SB may use) and First South’s outside legal counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthSB’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South SB and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South SB receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party SB than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South SB furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South SB to Carolina FinancialBuyer). In addition to the foregoing, First South SB shall provide Carolina Financial Buyer with at least two business three (3) days’ prior written notice of a meeting of First SouthSB’s Board board of directors at which meeting First SouthSB’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South SB shall keep Carolina Financial reasonably Buyer informed on a prompt basis, basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date No Seller Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.3(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.3 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.3, (B) First South’s the Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of the Seller Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s the Board of Directors of Seller concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.3, to the shareholders of Seller under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ prior written notice of a meeting of First South’s the Board of Directors of Seller at which meeting First South’s the Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date No Seller Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.2(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.2(a) shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) First South’s the Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of Seller Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s the Board of Directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of Seller under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ prior written notice of a meeting of First South’s the Board of Directors of Seller at which meeting First South’s the Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided further that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Independence Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.2) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Independence Shareholder Vote, this Section 7.3 7.2 shall not prohibit a First South an Independence Entity from furnishing nonpublic information regarding any First South Independence Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Independence Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 7.2 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First SouthIndependence’s Board board of directors shall have determined in good faith, after consultation with the First South Independence Financial Advisor and First SouthIndependence’s outside counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthIndependence’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South Independence and its shareholders, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Independence gives Carolina Financial Parent written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthIndependence’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Independence receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Independence furnishes such nonpublic information to Carolina Financial Parent (to the extent such nonpublic information has not been previously furnished by First South Independence to Carolina FinancialParent). In addition to the foregoing, First South Independence shall provide Carolina Financial Parent with at least two five business days’ prior written notice of a meeting of First SouthIndependence’s Board board of directors at which meeting First SouthIndependence’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Independence shall keep Carolina Financial Parent reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Seller Shareholder Vote, this Section 7.3 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First Souththe Seller’s Board shall have determined in good faith, after consultation with the First South Seller Financial Advisor and First Souththe Seller’s outside counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First Souththe Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South the Seller and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two business days’ prior written notice of a meeting of First Souththe Seller’s Board at which meeting First Souththe Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Seller shall keep Carolina Financial Buyer reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, ; (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, ; (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, ; or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Seller Shareholder VoteApprovals, this Section 7.3 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), 7.3; (B) First SouthSeller’s Board shall have determined in good faith, after consultation with the First South Financial Advisor and First SouthSeller’s outside counselcounsel and the Seller Financial Advisor, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, ; (C) First SouthSeller’s Board concludes in good faith, after consultation with its outside counselcounsel and the Seller Financial Advisor, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South Seller and its shareholders, ; (D) (1D)(1) at least two business days five Business Days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, ; and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two business daysfive Business Days’ prior written notice of a meeting of First SouthSeller’s Board at which meeting First SouthSeller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Seller shall keep Carolina Financial Buyer reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Seller Shareholder VoteApproval, this Section 7.3 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First Souththe Seller’s Board shall have determined in good faith, after consultation with the First South Seller Financial Advisor and First SouthSeller’s outside counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First Souththe Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South the Seller and its shareholders, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ prior written notice of a meeting of First Souththe Seller’s Board at which meeting First Souththe Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Seller shall keep Carolina Financial Buyer reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South CBG Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite First South CBG Shareholder VoteApproval, this Section 7.3 shall not prohibit a First South CBG Entity from furnishing nonpublic information regarding any First South CBG Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South CBG Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First SouthCBG’s Board board of directors shall have determined in good faith, after consultation with the First South CBG Financial Advisor (or such other financial advisor as CBG may use) and First South’s outside legal counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthCBG’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South CBG and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South CBG receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South CBG furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South CBG to Carolina FinancialBuyer). In addition to the foregoing, First South CBG shall provide Carolina Financial Buyer with at least two business five days’ prior written notice of a meeting of First SouthCBG’s Board board of directors at which meeting First SouthCBG’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South CBG shall keep Carolina Financial reasonably Buyer informed on a prompt basis, basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date No Seller Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, or induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 7.3(c), approve, endorse, or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)7.3, (B) First South’s Board shall have determined the board of directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of the Seller Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal), (C) First South’s Board the board of directors of Seller concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 7.3, to the shareholders of Seller under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ prior written notice of a meeting of First South’s Board the board of directors of Seller at which meeting First South’s Board the board of directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or initiate, or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Seller Shareholder Vote, this Section 7.3 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First Souththe Seller’s Board shall have determined in good faith, after consultation with the First South Seller Financial Advisor and First Souththe Seller’s outside counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First Souththe Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South the Seller and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two business days’ prior written notice of a meeting of First Souththe Seller’s Board at which meeting First Souththe Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Seller shall keep Carolina Financial Buyer reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date No Target Entity or Buyer Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to this Article 8, approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.2(a) shall not prohibit a First South Target Entity or Buyer Entity from furnishing nonpublic information regarding any First South Entity such Party to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South such Target Entity, Buyer Entity or Representative their respective Representatives or Affiliate thereof shall have Affiliates has not violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) First South’s the Board shall have determined of Directors of Target or Buyer, as applicable, determines in good faithfaith (based on, after consultation with among other things, the First South Financial Advisor and First South’s outside counsel, advice of its financial advisor) that such Acquisition Proposal constitutes constitutes, or could is reasonably be expected likely to result in in, a Superior Proposal, (C) First South’s its Board of Directors concludes in good faith, after consultation with its outside counsellegal counsel and outside financial advisor, that the failure to take such action would be inconsistent with reasonably likely to result in a breach of its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of such Party under applicable Law to First South and its shareholdersLaw, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South such Party gives Carolina Financial the other Party written notice (which may be by electronic mail) of the identity of such Person or Group and of First Southsuch Party’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South such Party receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this the Confidentiality Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South such Party furnishes such nonpublic information to Carolina Financial the other Party (to the extent such nonpublic information has not been previously furnished by First South such Party to Carolina Financialthe other Party). In addition to the foregoing, First South each of Target and Buyer shall provide Carolina Financial the other Party with at least two business days’ days prior written notice of a meeting of First South’s the Board of Directors of such Party at which meeting First South’s such Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided further that both Parties hereby agree promptly to provide the other Party with any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date No Seller Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide "Group" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.2(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.2(a) shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) First South’s the Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of Seller Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s the Board of Directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of Seller under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s Seller's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ ' prior written notice of a meeting of First South’s the Board of Directors of Seller at which meeting First South’s the Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided further that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity Lime shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or initiate, or knowingly encourage, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party Third Party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.2) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, or (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder VoteLime Stockholder Approval, this Section 7.3 7.2 shall not prohibit a First South Lime Entity from furnishing nonpublic information regarding any First South Lime Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South the Acquisition Proposal did not result from a breach of this Section 7.2 by any Lime Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)thereof, (B) First SouthLime’s Board board of directors shall have determined in good faith, after consultation with the First South Financial Advisor its financial advisors and First South’s outside legal counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthLime’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South Lime and its shareholdersstockholders, (D) (1) at least two business days prior to Lime gives Parent prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of Lime’s receipt of any Acquisition Proposal and (y) of Lime’s furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or GroupPerson, and (2) First South Lime receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party Lime than the confidentiality terms of this Agreementthe Confidentiality Agreement entered into by Lime and Willdan Group dated as of April 26, 2018, and (E) contemporaneously with or promptly after furnishing any such nonpublic information to such Person or GroupPerson, First South Lime furnishes such nonpublic information to Carolina Financial Parent (to the extent such nonpublic information has not been previously furnished by First South Lime to Carolina FinancialParent). In addition to the foregoing, First South shall provide Carolina Financial with at least two business days’ prior written notice of a meeting of First South’s Board at which meeting First South’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Lime shall keep Carolina Financial Parent reasonably informed on a prompt basis, basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date No Frontstep Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) relating to an Acquisition Proposal or contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.2(a) shall not prohibit a First South Frontstep Entity from furnishing nonpublic information regarding any First South Frontstep Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Frontstep Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) First Souththe Board of Directors of Frontstep determines in its good faith judgment (based on, among other things, the advice of Frontstep’s Board shall have determined in good faith, after consultation with the First South Financial Advisor and First South’s outside counsel, or any other financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Frontstep gives Carolina Financial MAPICS written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthFrontstep’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, to such Person or Group, and (2) First South Frontstep receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (ED) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Frontstep furnishes such nonpublic information to Carolina Financial MAPICS (to the extent such nonpublic information has not been previously furnished by First South Frontstep to Carolina FinancialMAPICS). In addition to the foregoing, First South shall provide Carolina Financial with at least two business days’ prior written notice of a meeting of First South’s Board at which meeting First South’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South shall keep Carolina Financial reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From the date No Seller Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, or induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 7.1(b), approve, endorse, or recommend any Acquisition Proposal, or (iv) subject to Section 7.1(b), enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)7.3, (B) First South’s Board shall have determined the board of directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of the Seller Financial Advisor and First South’s outside counsel, Advisor) that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s Board the board of directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 7.3, to the shareholders of Seller under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ prior written notice of a meeting of First South’s Board the board of directors of Seller at which meeting First South’s Board the board of directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From The Company shall, and shall cause its and its Subsidiaries’ respective directors, officers and investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, (i) cease any discussions or negotiations that may be ongoing as of the date of this Agreement through with any Person with respect to a Takeover Proposal and (ii) request the first prompt return or destruction of all confidential information relating to occur the Company or any of the Effective Time or termination of this Agreement, each First South Entity its Subsidiaries previously furnished to such Person. The Company shall not, and nor shall cause it permit any of its Affiliates and Representatives not Subsidiaries to, or authorize or permit any of its Representatives, directly or indirectly indirectly, to (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate the making, submissionencourage any inquiries that constitute, or announcement of any proposal that constitutes an Acquisition Proposalmay reasonably be expected to lead to, a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions (except to notify a or negotiations with any third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person any non-public information or provide data, or afford access to the properties, books or records of the Company or any nonpublic information of its Subsidiaries, with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreementconstitute, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 shall not prohibit a First South Entity from furnishing nonpublic information regarding any First South Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) First South’s Board shall have determined in good faith, after consultation with the First South Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could may reasonably be expected to result in lead to, a Superior Takeover Proposal, or otherwise knowingly facilitate any effort to attempt to make or implement any Takeover Proposal. Notwithstanding the foregoing, if prior to the Effective Time the Company Board of Directors receives a Takeover Proposal that was not solicited, initiated, induced or knowingly encouraged in violation of this Section 5.3 that the Company Board of Directors (Ci) First South’s Board concludes determines in good faith, after consultation with its outside legal counsel, that the failure failing to take action on such action would be inconsistent with Takeover Proposal is reasonably likely to cause the Company Board of Directors to violate its fiduciary duties under applicable Law to First South and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or GroupLaws, and (2ii) First South receives from determines after consultation with its financial advisor that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, then the Company may (x) furnish any information with respect to the Company and its Subsidiaries to the Person or Group an executed making such Takeover Proposal pursuant to a customary confidentiality agreement containing (which confidentiality agreement contains terms that are equivalent to, and in no respect less favorable to the disclosing Party than Company than, the terms of the Confidentiality Agreement (as defined in Section 5.6 hereof), (y) participate in discussions and negotiations with such Person regarding that Takeover Proposal and (z) enter into the confidentiality terms agreement contemplated by clause (x) of this Agreement, and (E) contemporaneously with furnishing any such nonpublic sentence. A copy of all of the information provided to such Person shall be delivered or Group, First South furnishes such nonpublic information made available promptly to Carolina Financial (to the extent such nonpublic information Parent if it has not been previously furnished by First South or made available to Carolina Financial). In addition to the foregoing, First South shall provide Carolina Financial with at least two business days’ prior written notice of a meeting of First South’s Board at which meeting First South’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South shall keep Carolina Financial reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofParent.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each First South SB Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite First South SB Shareholder VoteApproval, this Section 7.3 shall not prohibit a First South SB Entity from furnishing nonpublic information regarding any First South SB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South SB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation an unintentional violation that is unintentional and immaterial and did not not, directly or indirectly, result in the submission of such Acquisition Proposal), (B) First SouthSB’s Board board of directors shall have determined in good faith, after consultation with the First South SB Financial Advisor (or such other financial advisor as SB may use) and First South’s outside legal counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthSB’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South SB and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South SB receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party SB than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South SB furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South SB to Carolina FinancialBuyer). In addition to the foregoing, First South SB shall provide Carolina Financial Buyer with at least two business three (3) days’ prior written notice of a meeting of First SouthSB’s Board board of directors at which meeting First SouthSB’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South SB shall keep Carolina Financial reasonably Buyer informed on a prompt basis, basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.. (b) In addition to the obligations of SB set forth in this Section 7.3, as promptly as reasonably practicable, after any of the directors or executive officers of SB become aware thereof, SB shall advise Buyer of any request received by SB for nonpublic information which SB reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. SB shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Except as specifically permitted under Section 7.3(a), SB shall immediately cease, and shall use its commercially reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, and Representatives to immediately cease, any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and shall use and cause to be used

Other Offers, etc. (a) From the date No Seller Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide "Group" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.2(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.2(a) shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) First South’s the Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of the Seller Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s the Board of Directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of Seller under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s Seller's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this the Confidentiality Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ ' prior written notice of a meeting of First South’s the Board of Directors of Seller at which meeting First South’s the Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date No Target Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, or knowingly encourage, induce or knowingly facilitate encourage the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) except as expressly permitted in Section 8.1(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.2(a) shall not prohibit a First South Target Entity from furnishing nonpublic information regarding any First South Target Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Target Entity or Representative or Affiliate thereof shall have violated in any material respect any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) First South’s Board shall have determined the board of directors of Target determines in good faith, faith (after consultation with the First South its outside counsel and Target Financial Advisor and First South’s outside counsel, Advisor) that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, Proposal and (C) First South’s Board concludes the board of directors of Target determines in good faith, after consultation with its outside legal counsel, that the failure to take such action do so would be inconsistent with its fiduciary duties to Target stockholders under applicable Law to First South and its shareholdersLaw, as such duties would exist in the absence of this Section 8.2, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Target gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthTarget’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Target receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Target furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Target to Carolina FinancialBuyer). In addition to the foregoing, First South Target shall provide Carolina Financial Buyer with at least two business days’ days prior written notice of a meeting of First South’s Board the board of directors of Target at which meeting First South’s Board the board of directors of Target is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, stockholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Target hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date No Seller Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.2(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Shareholder Vote, this Section 7.3 8.2(a) shall not prohibit a First South Seller Entity from furnishing nonpublic information regarding any First South Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) First South’s the Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of the Seller Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s the Board of Directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of Seller under applicable Law to First South and its shareholdersLaw, (D) (1) at least two five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Seller gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First SouthSeller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this the Confidentiality Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Seller furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Seller to Carolina FinancialBuyer). In addition to the foregoing, First South Seller shall provide Carolina Financial Buyer with at least two five business days’ prior written notice of a meeting of First South’s the Board of Directors of Seller at which meeting First South’s the Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity Clover shall not, and shall use its reasonable best efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit or initiate, or knowingly encourage, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third third-party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal7.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite First South Clover Shareholder VoteApproval, this Section 7.3 shall not prohibit a First South Clover Entity from furnishing nonpublic information regarding any First South Clover Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South the Acquisition Proposal did not result from a breach of this Section 7.3 by any Clover Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and or immaterial and did not result in or contribute to the submission of such Acquisition Proposal), (B) First SouthClover’s Board board of directors shall have determined in good faith, after consultation with the First South Financial Advisor its financial advisors and First South’s outside legal counsel, that such Acquisition Proposal constitutes or could is reasonably be expected likely to result in a Superior Proposal, (C) First SouthClover’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South Clover and its shareholders, (D) (1) at least two business days prior to Clover gives Buyer prompt (but in no event more than 24 hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of Clover’s receipt of any Acquisition Proposal (which notice shall include the identity of such Person or Group) and (y) of Clover’s furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Clover receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party Clover than the confidentiality terms of this Agreementthe mutual non-disclosure agreement entered into by Clover and Buyer dated as of May 31, 2018, and (E) contemporaneously with or promptly after furnishing any such nonpublic information to such Person or Group, First South Clover furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Clover to Carolina FinancialBuyer). In addition to the foregoing, First South shall provide Carolina Financial with at least two business days’ prior written notice of a meeting of First South’s Board at which meeting First South’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South Clover shall keep Carolina Financial Buyer reasonably informed on a prompt basis, basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof.

Other Offers, etc. (a) From The Company and its Subsidiaries shall, and the Company shall use its reasonable best efforts to cause its and its Subsidiaries’ respective directors, officers, employees and investment bankers (collectively, “Representatives”) to, immediately cease any discussions or negotiations that may be ongoing as of the date of this Agreement through with any Person with respect to a Bio Companies Takeover Proposal. During the first to occur of period from the Effective Time or termination date of this AgreementAgreement until the Closing Date, each First South Entity or such earlier date as this Agreement may be terminated in accordance with its terms, the Company and its Subsidiaries shall not, and the Company shall use its reasonable best efforts to cause its Affiliates and its Subsidiaries’ Representatives not to, directly or indirectly (i) solicit or initiatesolicit, initiate or knowingly encourage, induce or knowingly facilitate the making, submission, or announcement of encourage any proposal that constitutes an Acquisition Bio Companies Takeover Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regardingwith (whether initiated by the Company or not), or disclose or provide furnish any nonpublic information with respect to, or knowingly take any other action Person relating to facilitate any inquiries or the making of any proposal that constitutes an Acquisition possible Bio Companies Takeover Proposal, (iii) enter into any agreement (including any letter of intent, agreement in principle, letter of intent acquisition agreement or understanding, merger agreement, stock purchase agreement, asset purchase agreementother similar agreement constituting or related to, or share exchange agreementreasonably likely to lead to, but excluding any Bio Companies Takeover Proposal (each, a confidentiality agreement of the type described below) (an “Bio Companies Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction), or (iv) propose make or agree authorize any statement, recommendation or solicitation to do any Person other than the Company in support of any possible Bio Companies Takeover Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Authorization, (x) the Company and its Representatives may have discussions with any Person that has made an unsolicited Bio Companies Takeover Proposal in order to clarify and understand the terms and conditions of such proposal, (y) the Company may waive the provisions of any “standstill” agreement between the Company and such Person to the extent necessary to permit such Person to submit an unsolicited Bio Companies Takeover Proposal if the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to so waive the applicable provisions of such standstill agreement would not be consistent with the Company Board’s fiduciary duties to the stockholders of the Company under the Laws of the State of Delaware (“Delaware Law”) and (z) if the Company Board (A) receives an unsolicited Bio Companies Takeover Proposal that did not result from a breach of this Section 4.2 and the Company Board determines in good faith (after consultation with outside legal counsel and a financial advisor of nationally recognized reputation) that such unsolicited Bio Companies Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Bio Companies Proposal and (B) determines in good faith (after consultation with outside legal counsel) that the failure to take any of the foregoing; provided, however, that prior following actions in response to such Bio Companies Takeover Proposal would not be consistent with its fiduciary duties to the Requisite First South Shareholder Votestockholders of the Company under Delaware Law, this Section 7.3 then the Company may (x) furnish information with respect to the Bio Companies and the Bio Companies Business to the Person making such Bio Companies Takeover Proposal (provided that the Company shall only provide non-public information pursuant to a confidentiality agreement not less restrictive of the recipient thereof in the aggregate than the Confidentiality Agreement, it being understood that such confidentiality agreement shall not prohibit disclosure to Purchasers of any of the information and materials required to be disclosed or provided to Purchasers pursuant to this Agreement), and (y) participate in discussions and negotiations with such Person regarding such Bio Companies Takeover Proposal and, to the extent reasonably required to evaluate a First South Entity from furnishing nonpublic information regarding any First South Entity toBio Companies Takeover Proposal that includes the issuance of securities by the Person making such Bio Companies Takeover Proposal, or entering may enter into a customary confidentiality agreement or discussions or negotiations within order to obtain non-public information with respect to such Person. Without limiting the foregoing, it is understood that any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Entity or Representative or Affiliate thereof shall have violated any violation of the restrictions set forth in this Section 7.3 (other than 4.2 by any Representative of the Company or any of its Subsidiaries shall be deemed a breach of such obligation that is unintentional and immaterial and did not result in this Section 4.2 by the submission of such Acquisition Proposal), (B) First South’s Board shall have determined in good faith, after consultation with the First South Financial Advisor and First South’s outside counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to First South and its shareholders, (D) (1) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South gives Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South furnishes such nonpublic information to Carolina Financial (to the extent such nonpublic information has not been previously furnished by First South to Carolina Financial). In addition to the foregoing, First South shall provide Carolina Financial with at least two business days’ prior written notice of a meeting of First South’s Board at which meeting First South’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and First South shall keep Carolina Financial reasonably informed on a prompt basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofCompany.

Other Offers, etc. (a) From the date No Target Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or termination of this Agreement, each First South Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit or solicit, initiate, encourage or knowingly encourage, induce or knowingly facilitate the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 7.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose furnish to any Person or provide "Group" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Sections 9.1(b) and 9.2(d), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior that, after the expiration or waiver of Buyer's right to the Requisite First South Shareholder Voteterminate this Agreement pursuant to Section 11.1(f), this Section 7.3 9.2(a) shall not prohibit a First South Target Entity from furnishing nonpublic information regarding any First South Target Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no First South Target Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)9.2, (B) First South’s the Board shall have determined of Directors of Target determines in its good faithfaith judgment (based on, after consultation with among other things, the First South advice of Target Financial Advisor and First South’s outside counsel, or any other financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (C) First South’s the Board of Directors of Target concludes in good faith, after consultation with and the receipt of advice from its outside legal counsel, that the failure to take such action would be inconsistent with result in a breach of its fiduciary duties, as such duties would exist in the absence of this Section 9.2, to the shareholders of Target under applicable Law to First South and its shareholdersLaw, (D) (1) at least two (2) business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, First South Target gives Carolina Financial Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of First South’s Target's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) First South Target has previously received or receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, First South Target furnishes such nonpublic information to Carolina Financial Buyer (to the extent such nonpublic information has not been previously furnished by First South Target to Carolina FinancialBuyer). In addition to the foregoing, First South Target shall provide Carolina Financial Buyer with at least two (2) business days’ ' prior written notice of a meeting of First South’s the Board of Directors of Target at which meeting First South’s the Board of Directors of Target is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and First South shall keep Carolina Financial reasonably informed on together with such notice a prompt basis, copy of the status most recently proposed documentation relating to such Superior Proposal; provided further that Target hereby agrees to provide to Buyer any revised documentation and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofdefinitive documentation promptly.