Common use of Registration Statement, Proxy Statement and Shareholder Approval Clause in Contracts

Registration Statement, Proxy Statement and Shareholder Approval. The Board of Directors of BBI and FNB each will duly call and will hold a meeting of their respective shareholders as soon as practicable for the purpose of approving the Merger (the "BBI Shareholders' Meeting" and the "FNB Shareholders' Meeting," respectively); and, subject to the fiduciary duties of the Board of Directors of BBI and of FNB (as advised in writing by its counsel), BBI and FNB each shall use its best efforts to solicit and obtain votes of the holders of its Common Stock in favor of the Merger and will comply with the provisions in their respective Articles of Incorporation and Bylaws relating to the call and holding of a meeting of shareholders for such purpose. BBI and FNB each will use its best efforts to deliver to the other party a certificate signed by each member of its respective Board of Directors with respect to that member's voting of shares at a meeting of stockholders to approve the Agreement (such certificate being in the form attached as Exhibit C to this Agreement) as of the date of execution of this Agreement, and BBI and FNB each will use its best efforts to facilitate that each member of the Board of Directors of BBI and FNB shall vote all shares of BBI Common Stock and FNB Common Stock under his or her control (and not held in a fiduciary capacity) in favor of the Merger; and BBI and FNB each shall, subject to its fiduciary duty, at the other's request, recess or adjourn the meeting if such recess or adjournment is deemed by the other to be necessary or desirable. FNB and BBI will prepare jointly the proxy statement/prospectus to be used in connection with the BBI Shareholders' Meeting and the FNB Shareholders' Meeting (the "Joint Proxy Statement"). FNB will prepare and file with the SEC the Registration Statement, of which such Joint Proxy Statement shall be a part and will use its best efforts to have the Registration Statement declared effective as promptly as possible. When the Registration Statement or any post-effective amendment or supplement thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the date of the Meetings, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by BBI relating to the BBI Companies and by FNB relating to the FNB Companies, (i) will comply in all material respects with the provisions of the Securities Act of 1933 and any other applicable statutory or regulatory requirements, including applicable state blue-sky and securities laws, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading; provided, however, in no event shall any party hereto be liable for any untrue statement of a material fact or omission to state a material fact in the Registration Statement made in reliance upon, and in conformity with, written information concerning another party furnished by such other party specifically for use in the Registration Statement.

Registration Statement, Proxy Statement and Shareholder Approval. The Board of Directors of BBI and FNB each SWVA will duly call and will hold a meeting of their respective its shareholders as soon as practicable for the purpose of approving the Merger (the "BBI SWVA Shareholders' Meeting" and the "FNB Shareholders' Meeting," respectively); ) and, subject to the fiduciary duties of the Board of Directors of BBI and of FNB SWVA (as advised determined after consultation with its counsel and as presented in writing by its counselwriting), BBI and FNB each SWVA shall use its best efforts to solicit and obtain votes of the holders of its Common Stock in favor of the Merger and will comply with the provisions in their respective its Articles of Incorporation and Bylaws relating to the call and holding of a meeting of shareholders for such purpose. BBI and FNB each will use its best efforts to deliver to the other party a certificate signed by each member of its respective Board of Directors with respect to that member's voting of shares at a meeting of stockholders to approve the Agreement (such certificate being in the form attached as Exhibit C to this Agreement) as of the date of execution of this Agreement, and BBI and FNB each will use its best efforts to facilitate that each member of the Board of Directors of BBI and FNB shall vote all shares of BBI Common Stock and FNB Common Stock under his or her control (and not held in a fiduciary capacity) in favor of the Merger; and BBI and FNB each SWVA shall, subject to at its fiduciary duty, at the other's requestown discretion, recess or adjourn the meeting if such recess or adjournment is deemed by the other SWVA to be necessary or desirable. FNB and BBI will prepare jointly SWVA agree to cooperate in the proxy statement/prospectus preparation of the Registration Statement to be used filed by FNB with the SEC (the "Registration Statement") in connection with the BBI Shareholders' Meeting issuance of FNB Common Stock in the Merger, including the proxy statement and the FNB Shareholders' Meeting other proxy material of SWVA constituting a part thereof (the "Joint Proxy Statement"). , and FNB will prepare and file with the SEC the Registration Statement, of which such Joint Proxy Statement shall be a part and will use its best efforts to have the Registration Statement declared effective as promptly as possible. When the Registration Statement or any post-effective amendment or supplement thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the date of the MeetingsSWVA Shareholders' Meeting, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by BBI SWVA relating to the BBI SWVA Companies and by FNB relating to the FNB Companies, (i) will comply in all material respects with the provisions of the Securities Act of 1933 and any other applicable statutory or regulatory requirements, including applicable state blue-sky and securities laws, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading; provided, however, in no event shall any party hereto be liable for any untrue statement of a material fact or omission to state a material fact in the Registration Statement made in reliance upon, and in conformity with, written information concerning another party furnished by such other party specifically for use in the Registration Statement.

Registration Statement, Proxy Statement and Shareholder Approval. The Board of Directors of BBI CBOV, and FNB the Board of Directors of CBI, each will duly call and will hold a meeting of their respective shareholders as soon as practicable for the purpose of approving the Merger Reorganization (the "BBI CBOV Shareholders' Meeting" and the "FNB CBI Shareholders' Meeting," ", respectively); ) and, subject to the fiduciary duties of the Board of Directors of BBI CBOV and of FNB CBI (as advised in writing by its counsel), BBI CBOV and FNB CBI each shall use its best efforts to solicit and obtain votes of the holders of its Common Stock in favor of the Merger Reorganization and will comply with the provisions in their respective Articles of Incorporation and Bylaws relating to the call and holding of a meeting of shareholders for such purpose. BBI and FNB each will use its best efforts to deliver to the other party a certificate signed by each member of its respective Board of Directors with respect to that member's voting of shares at a meeting of stockholders to approve the Agreement (such certificate being in the form attached as Exhibit C to this Agreement) as of the date of execution of this Agreement, and BBI and FNB each will use its best efforts to facilitate that ; each member of the Board of Directors of BBI CBOV and FNB CBI shall vote all shares of BBI CBOV Common Stock and FNB CBI Common Stock under his or her control (and not held in a fiduciary capacity) in favor of the MergerReorganization; and BBI CBOV and FNB each CBI shall, subject to its fiduciary duty, at the other's request, recess or adjourn the meeting if such recess or adjournment is deemed by the other to be necessary or desirable. FNB CBI and BBI CBOV will prepare jointly the proxy statement/prospectus to be used in connection with the BBI CBOV Shareholders' Meeting and the FNB CBI Shareholders' Meeting (the "Joint Proxy Statement"). FNB CBI will prepare and file with the SEC the Registration Statement, of which such Joint Proxy Statement shall be a part and will use its best efforts to have the Registration Statement declared effective as promptly as possible. When the Registration Statement or any post-effective amendment or supplement thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the date of the MeetingsMeeting, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by BBI CBOV relating to CBOV and by CBI relating to the BBI Companies and by FNB relating to the FNB CBI Companies, (i) will comply in all material respects with the provisions of the Securities Act of 1933 and any other applicable statutory or regulatory requirements, including applicable state blue-sky and securities laws, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading; provided, however, in no event shall any party hereto be liable for any untrue statement of a material fact or omission to state a material fact in the Registration Statement made in reliance upon, and in conformity with, written information concerning another party furnished by such other party specifically for use in the Registration Statement.

Registration Statement, Proxy Statement and Shareholder Approval. (a) The Board Boards of Directors of BBI SCB and FNB each will duly call and will hold a meeting of their respective shareholders as soon as practicable for the purpose of approving the Merger (the "BBI SCB Shareholders' Meeting" and the "FNB Shareholders' Meeting," respectively); and, subject to the fiduciary duties of the Board of Directors of BBI SCB and of FNB (as advised in writing by its counsel), BBI SCB and FNB each shall use its best efforts to solicit and obtain votes of the holders of its Common Stock in favor of the Merger and will comply with the provisions in their respective Articles of Incorporation and Bylaws relating to the call and holding of a meeting of shareholders for such purpose. BBI and FNB each will use its best efforts to deliver to the other party a certificate signed by each member of its respective Board of Directors with respect to that member's voting of shares at a meeting of stockholders to approve the Agreement (such certificate being in the form attached as Exhibit C to this Agreement) as of the date of execution of this Agreement, and BBI and FNB each will use its best efforts to facilitate that each Each member of the Board Boards of Directors of BBI SCB and FNB shall vote all shares of BBI SCB Common Stock and FNB Common Stock under his or her control (and not held in a fiduciary capacity) in favor of the Merger; and BBI SCB and FNB each shall, subject to its fiduciary duty, at the other's request, recess or adjourn the meeting if such recess or adjournment is deemed by the other to be necessary or desirable. FNB and BBI SCB will prepare jointly the proxy statement/prospectus to be used in connection with the BBI SCB Shareholders' Meeting and the FNB Shareholders' Meeting (the "Joint Proxy Statement"). FNB will prepare and file with the SEC the Registration Statement, of which such Joint Proxy Statement shall be a part and will use its best efforts to have the Registration Statement declared effective as promptly as possible. When the Registration Statement or any post-effective amendment or supplement thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the date of the MeetingsMeeting, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by BBI SCB relating to the BBI SCB Companies and by FNB relating to the FNB Companies, (i) will comply in all material respects with the provisions of the Securities Act of 1933 and any other applicable statutory or regulatory requirements, including applicable state blue-sky and securities laws, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading; provided, however, in no event shall any party hereto be liable for any untrue statement of a material fact or omission to state a material fact in the Registration Statement made in reliance upon, and in conformity with, written information concerning another party furnished by such other party specifically for use in the Registration Statement.

Registration Statement, Proxy Statement and Shareholder Approval. The Board Boards of Directors of BBI Harrodsburg and FNB Independence each will duly call and will hold a meeting of their respective shareholders as soon as practicable for the purpose of approving the Merger (the "BBI Shareholders' Meeting" and the "FNB Shareholders' Meeting," respectively)Merger; and, subject to the fiduciary duties of the Board Boards of Directors of BBI Harrodsburg and of FNB (as advised in writing by its counsel)Independence, BBI Harrodsburg and FNB Independence each shall use its best efforts to solicit and obtain votes of the holders of its Common Stock common stock in favor of the Merger and will comply with the provisions in their respective Articles of Incorporation Charter and Bylaws relating to the call and holding of a meeting of shareholders for such purpose. BBI Harrodsburg and FNB each will use its best efforts to deliver to the other party a certificate signed by each member of its respective Board of Directors with respect to that member's voting of shares at a meeting of stockholders to approve the Agreement (such certificate being in the form attached as Exhibit C to this Agreement) as of the date of execution of this Agreement, and BBI and FNB each will use its best efforts to facilitate that each member of the Board of Directors of BBI and FNB shall vote all shares of BBI Common Stock and FNB Common Stock under his or her control (and not held in a fiduciary capacity) in favor of the Merger; and BBI and FNB each shall, subject to its fiduciary duty, at the other's request, recess or adjourn the meeting if such recess or adjournment is deemed by the other to be necessary or desirable. FNB and BBI Independence will prepare jointly the proxy statement/prospectus Proxy Statement to be used in connection with the BBI Shareholders' Harrodsburg Shareholders Meeting and the FNB Shareholders' Meeting (the "Joint Proxy Statement")Independence Shareholders Meeting. FNB Harrodsburg will prepare and file with the SEC the Registration Statement, of which such Joint Proxy Statement shall be a part part, and will use its best efforts to have the Registration Statement declared effective as promptly as possible. When the Registration Statement or any post-effective amendment or supplement thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the date of the MeetingsHarrodsburg Shareholders Meeting and the Independence Shareholders Meeting, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by BBI Harrodsburg relating to the BBI Harrodsburg Companies and by FNB Independence relating to the FNB Independence Companies, (i) will comply in all material respects with the provisions of the Securities Act of 1933 and any other applicable statutory or regulatory requirements, including applicable state blue-sky and securities lawsSecurities Laws, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading; provided, however, in no event shall any party hereto be liable for any untrue statement of a material fact or omission to state a material fact in the Registration Statement made in reliance upon, and in conformity with, written information concerning another party furnished by such other party specifically for use in the Registration Statement.

Registration Statement, Proxy Statement and Shareholder Approval. The Board of Directors of BBI and FNB each CNB will duly call and will hold a meeting of their respective its shareholders as soon as practicable for the purpose of approving the Merger (the "BBI CNB Shareholders' Meeting" and the "FNB Shareholders' Meeting," respectively); ) and, subject to the fiduciary duties of the Board of Directors of BBI and of FNB CNB (as advised in writing by its counsel), BBI and FNB each CNB shall use its best efforts to solicit and obtain votes of the holders of its Common Stock in favor of the Merger and will comply with the provisions in their respective its Articles of Incorporation and Bylaws relating to the call and holding of a meeting of shareholders for such purpose. BBI and FNB each will use its best efforts to deliver to the other party a certificate signed by each member of its respective Board of Directors with respect to that member's voting of shares at a meeting of stockholders to approve the Agreement (such certificate being in the form attached as Exhibit C to this Agreement) as of the date of execution of this Agreement, and BBI and FNB each will use its best efforts to facilitate that ; each member of the Board of Directors of BBI and FNB CNB shall vote all shares of BBI Common Stock and FNB CNB Common Stock under his or her control (and not held in a fiduciary capacity) in favor of the Merger; and BBI and FNB each CNB shall, subject to its fiduciary duty, at the otherFNB's request, recess or adjourn the meeting if such recess or adjournment is deemed by the other to be necessary or desirable. FNB and BBI CNB will jointly prepare jointly the proxy statement/prospectus to be used in connection with the BBI Shareholders' Meeting and the FNB CNB Shareholders' Meeting (the "Joint Proxy Statement"). FNB and CNB will jointly prepare and file with the SEC the Registration Statement, of which such Joint Proxy Statement shall be a part and will use its best efforts to have the Registration Statement declared effective as promptly as possible. When the Registration Statement or any post-effective amendment or supplement thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the date of the MeetingsCNB Shareholders' Meeting, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by BBI CNB relating to the BBI CNB Companies and by FNB relating to the FNB Companies, (i) will comply in all material respects with the provisions of the Securities Act of 1933 and any other applicable statutory or regulatory requirements, including applicable state blue-sky and securities laws, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading; provided, however, in no event shall any party hereto be liable for any untrue statement of a material fact or omission to state a material fact in the Registration Statement made in reliance upon, and in conformity with, written information concerning another party furnished by such other party specifically for use in the Registration Statement.