Common use of Shareholder Approval Clause in Contracts

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to take, in accordance In connection with applicable Law and the Company Articles and Company’s solicitation of the Company Bylaws, all action necessary to convene as soon as practicable after approval by its shareholders of the Form S-4 is declared effective (but in no event later than forty-five (45) days after transactions contemplated by the Form S-4 is declared effective)FSA Purchase Agreement, the Company Special Meeting to consider and will include a proposal (the “Proposal”) to obtain the Company approvals necessary under the rules of the NYSE to permit the issuance of the FSA Subsequent Shares and any Reset Shares or Pre-Emptive Shares related thereto or issuable hereunder (the “FSA Shareholder Approval”). Subject The Company represents and warrants to Sections 6.9(bthe Investor that the Board of Directors has, at a duly convened meeting, unanimously determined (with one director abstaining) that the transactions contemplated hereby are fair to and in the best interests of the shareholders of the Company (other than the Investor), approved this Amendment and determined to recommend to the Company’s shareholders that such shareholders approve the actions referenced above (such actions, collectively, the “Board Recommendation”). The Company will include the Proposal in the proxy statement related to the shareholders’ meeting at which the approval of the transactions contemplated by the FSA Purchase Agreement will be considered (and the Investor will reasonably cooperate with the Company in connection therewith) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall will use its reasonable best efforts to solicit proxies for such approval by its shareholders (shareholder approval. The Company will provide the “Company Board Recommendation”). Without limiting the generality Investor with drafts of the foregoingproxy statement and any amendments or supplements thereto prior to their filing with the Commission and a reasonable opportunity to comment thereon. The Company will notify the Investor promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted each case to the Company’s shareholders at extent related to the Company Special Meeting whether Investment Agreement or not (x) this Amendment or the Company Board shall have effected a Company Adverse Change transactions contemplated thereby, and will supply the Investor with copies of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to all correspondence between the Company or any of its advisorsrepresentatives, on the one hand, and the Commission or its staff, on the other hand, with respect to such proxy statement, to the extent related to the Investment Agreement or this Amendment or the transactions contemplated thereby. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company will as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. The Company agrees promptly to correct any information in the proxy statement if and to the extent that such information shall nothave become false or misleading in any material respect, without the prior written consent of Parent, adjourn or postpone and the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn will as promptly as practicable prepare and mail to its shareholders an amendment or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock supplement to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until correct such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject information to the terms extent required by applicable laws and conditions regulations. The Company will provide the Investor with drafts of this Agreement shall continue the proxy statement and any amendments or supplements thereto prior to use all mailing and will provide Investor a reasonable best efforts, together with its proxy solicitor, opportunity to assist comment thereon. The Board Recommendation will be included in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation proxy statement filed in connection with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change obtaining such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsshareholder approval.

Shareholder Approval. The Company agrees to Following the date that the Registration Statement is declared effective by the SEC, Sunshine shall take, in accordance with applicable Law and the Company Articles articles of incorporation and the Company Bylawsbylaws of Sunshine, all action necessary to convene a special meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Sunshine’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Sunshine Meeting”) and shall take all lawful action to solicit such approval by such shareholders. Sunshine shall use its commercially reasonable efforts to obtain the Company Requisite Sunshine Shareholder Approval. Subject Approval to Sections 6.9(b) consummate the Merger and (c)the other transactions contemplated hereby, and shall ensure that the Sunshine Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Sunshine in connection with the Sunshine Meeting are solicited in compliance with the MGCL, the Company Board articles of incorporation and bylaws of Sunshine, and all other applicable legal requirements. Except with the prior approval of CenterState, other than the items noted above, no other matters shall be submitted for the approval of Sunshine shareholders at the Sunshine Meeting. Except to the extent provided otherwise in Section 5.09, the board of directors of Sunshine shall at all times prior to and during such Company Special the Sunshine Meeting recommend such approval of this Agreement by the shareholders of Sunshine and shall use its reasonable best efforts the transactions contemplated hereby (including the Merger) and any other matters required to solicit such approval be approved by its Sunshine’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Board Sunshine Recommendation”). Without limiting ) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the generality interests of the foregoing, unless this Agreement has terminated in accordance CenterState or take any other action or make any other public statement inconsistent with its terms, this Agreement such recommendation and the Merger Proxy Statement-Prospectus shall be submitted include the Sunshine Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Company’s shareholders at the Company Special Meeting whether or Requisite Sunshine Shareholder Approval, Sunshine will not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided Sunshine Meeting unless Sunshine is advised by counsel that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so would result in a breach of the fiduciary duties of the board of directors of Sunshine. Sunshine shall keep CenterState updated with respect to the proxy solicitation results in connection with the Sunshine Meeting as reasonably requested by applicable Law or the Company Articles or the Company BylawsCenterState.

Shareholder Approval. The Company CBTC agrees to take, in accordance with applicable Law law and the Company CBTC Articles and the Company CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as soon promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 Registration Statement is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company The CBTC Board shall at all times prior to recommend that the CBTC shareholders approve and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (adopt the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meetingtransactions contemplated hereby; provided that the Company mayCBTC Board may fail to make such recommendation, without or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written consent notice to United (a “Notice of Parent, adjourn or postpone the Company Special Meeting (ARecommendation Change”) if of its intent to announce an Adverse Recommendation Change on the date on fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Company Special Meeting is originally scheduledPerson making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days nor more than ten following the delivery of such new Notice of Recommendation Change); (10b) days after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the date of adjournment, and subject subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall continue not be required to use all reasonable best effortspropose any such adjustments); and (c) the CBTC Board, together with its proxy solicitorfollowing such five (5) business day period, to assist determines in the solicitation of proxies from shareholders relating to the Company Shareholder Approvalgood faith, (B) after consultation with Parentits financial advisors and outside counsel, if that the failure to adjourn or postpone the Company Special Meeting take such action would be reasonably be expected likely to be constitute a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect breach of the Company Special Meeting (fiduciary duties of the “Company Record Date”), members of the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by CBTC Board under applicable Law or the Company Articles or the Company Bylawslaw.

Shareholder Approval. (a) The Company agrees Granite Board has resolved to takerecommend to the Granite stockholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders to carry out the intentions of this Agreement. In furtherance of that obligation, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon promptly as reasonably practicable after the Form S-4 Registration Statement is declared effective under the Securities Act, Granite shall (but in no event later than forty-five i) take all lawful action to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the adoption of this Agreement and the approval of the Merger (45including any adjournment or postponement, the “Granite Stockholders Meeting”) days after by the Form S-4 is declared effectiveholders of a majority of the outstanding shares of Granite Stock entitled to vote thereon (the “Granite Stockholder Approval”), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b(ii) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders cause the Joint Proxy Statement/Prospectus to be mailed to Granite’s stockholders and (iii) subject to Section 5.08, include the “Company Granite Recommendation in the Joint Proxy Statement/Prospectus. The Granite Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether not directly or not indirectly (x) the Company Board shall have effected a Company Adverse Change of withdraw, modify or qualify in any manner adverse to FNB such Granite Recommendation or (y) take any Company other action or make any other public statement in connection with the Granite Stockholders Meeting, or in reference to an Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted Proposal, that is inconsistent with such Granite Recommendation except as and to the Company extent expressly permitted by Section 5.08. Subject to the fiduciary duties of the Granite Board and Section 5.08, Granite shall take all lawful action to solicit from its stockholders proxies in favor of the adoption of this Agreement and the approval of the Merger and shall take all other action necessary or any of its advisorsadvisable to secure the Granite Stockholder Approval. The Company shall notNotwithstanding anything to the contrary contained in this Agreement, without the prior written consent of Parentafter consultation with FNB, Granite may adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Granite Stockholders Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue extent necessary to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Granite’s stockholders or, if as of the time for which the Granite Stockholders Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus, ) there are insufficient shares of Granite Stock represented (either in person or (Cby proxy) after consultation with Parent, for to constitute a single period not to exceed ten (10) Business Days, to solicit additional proxies if quorum necessary to obtain conduct the Company Shareholder Approvalbusiness of the Granite Stockholders Meeting. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior Granite shall otherwise coordinate and cooperate with FNB and its Affiliates with respect to the date that is two (2) Business Days prior timing of the Granite Stockholders Meeting and will otherwise comply with all legal requirements applicable to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsGranite Stockholders Meeting.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board Shelby County shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, submit this Agreement and the Merger to its shareholders for approval at a meeting to be called and held in accordance with applicable law and the Articles of Incorporation and By-Laws of Shelby County on a date mutually acceptable to Shelby County and Blue River. Shelby County shall be submitted use its reasonable efforts to the Company’s hold such meeting of shareholders at the Company Special Meeting whether or not no later than sixty (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (560) days nor more than ten (10) days after following the date of adjournmentthis Agreement. In connection with such meeting of shareholders of Shelby County, and subject (a) Shelby County shall deliver to its shareholders a proxy statement relating to the terms and conditions Merger ("Proxy Statement") which shall include a copy of this Agreement and all other information required to be provided to shareholders of Shelby County in accordance with applicable law; and (b) the Board of Directors of Shelby County shall continue to use all reasonable best effortsrecommend, together with its proxy solicitorby at least a majority vote, to assist Shelby County's shareholders that such shareholders approve this Agreement and the Merger and shall solicit proxies in favor of this Agreement from such shareholders (unless, in the solicitation written opinion of proxies from shareholders relating to counsel for Shelby County, the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would fiduciary duties of such Board might reasonably be expected found to be prohibit such a violation recommendation, in which event the individual members of applicable Law for the distribution Board of any required supplement or amendment Directors shall nevertheless remain personally obligated to vote in favor of this Agreement and the Merger pursuant to their personal undertakings set forth elsewhere in this Agreement). Immediately following the approval of this Agreement by the shareholders of Shelby County, Shelby County, as the sole shareholder of SCSB, and the Board of Directors of SCSB shall each approve the Conversion and adopt the Plan of Conversion. Shelby County shall use its reasonable efforts to cause Trident Financial Corporation ("Trident") to issue, no later than the date of the Proxy Statement/Prospectus, or Trident's written opinion (C"Fairness Opinion") after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain stating that the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior Conversion Price is fair to the date that is two (2) Business Days prior shareholders of Shelby County from a financial point of view. Shelby County shall attach a copy of Trident's fairness opinion to the End Date) proxy statement to solicit additional proxies necessary be delivered to obtain Shelby County's shareholders in connection with the Company Shareholder Approval. Once the Company has established the record date, meeting of shareholders referenced in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsthis Section 6.01.

Shareholder Approval. The Company agrees Notwithstanding anything to takethe contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, in accordance with the parties hereto acknowledge and agree that the obligation of Diversus hereunder to consummate the transactions contemplated by this Agreement, the Standby Agreement or any other agreement contemplated by this Agreement or the Standby Agreement (such agreements, the “Transaction Agreements” and such transactions, the “Transactions”) shall be conditioned upon the receipt of the Shareholder Approval (as defined below). Diversus covenants to submit the applicable Law Transaction Agreements and the Company Articles and the Company Bylaws, all action necessary Transactions to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than within ten (10) days after of receipt of a copy of the date “Litigation Termination” (defined below). If Diversus does not receive the Shareholder Approval prior to (i) if such matters are submitted to a vote of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be at a violation of applicable Law meeting thereof called for the distribution purpose of any required supplement or amendment to seeking a vote on such matters, the Proxy Statement/Prospectusfinal adjournment of such meeting, or (Cii) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior such matters are submitted to the shareholders for action by written consent in lieu of a meeting, the earlier of (x) the date, if any, on which Diversus receives written instruments dissenting from such matters such that the Shareholder Approval shall be incapable of being obtained or (y) the close of business on the 30th calendar day following the date that is two (2) Business Days prior on which Diversus first mails any consent solicitation statement or other similar document seeking shareholder action by written consent in lieu of a meeting. Notwithstanding anything to the End Date) to solicit additional proxies necessary to obtain contrary herein or in the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”)Standby Agreement or any other agreement contemplated hereby or thereby, the Company shall parties hereto acknowledge and agree that, solely in the case that Shareholder Approval is not change such Company Record Date or establish a different Company Record Date obtained for the Company Special Meeting without transactions contemplated herein and in the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.Standby Agreement

Shareholder Approval. The Company (a) Each of TCFC and SHBI agrees to take, in accordance with applicable Law law and the Company TCFC Articles and the Company TCFC Bylaws, in the case of TCFC, and the SHBI Articles and the SHBI Bylaws in the case of SHBI, all action necessary to convene as soon as reasonably practicable a meeting of its respective shareholders after the Form S-4 Registration Statement (as defined below) is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and vote upon the approval of this Agreement, the issuance of the shares of SHBI Common Stock to obtain the Company Shareholder ApprovalTCFC shareholders as the Merger Consideration in the Merger, and any other matters required to be approved by their respective shareholders for consummation of the Transaction (including any adjournment or postponement, the “TCFC Meeting” and the "SHBI Meeting", respectively), and each of TCFC and SHBI shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date and to set the same record date for such meetings. Except with the prior approval of the other party, no other matters shall be submitted for the approval of the TCFC shareholders at the TCFC Meeting or the SHBI shareholders to the SHBI Meeting. Subject to Sections 6.9(b) and (cSection 6.02(b), each of the Company TCFC Board and the SHBI Board shall at all times prior to and during such Company Special TCFC Meeting and SHBI Meeting, respectively, recommend such approval and shall use its take all reasonable best efforts lawful action to solicit such approval by its respective shareholders and shall not (x) withdraw, modify or qualify in any manner adverse to the other party such recommendation or (y) take any other action or make any other public statement in connection with the TCFC Meeting and the SHBI Meeting inconsistent with such recommendation (collectively, a “Company Board Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Without limiting the generality of the foregoingSubject to Section 8.01 and Section 8.02, unless this Agreement has terminated notwithstanding any Change in accordance with its termsRecommendation, this Agreement and the Merger shall be submitted to the Company’s TCFC shareholders at the Company Special TCFC Meeting whether or not (x) and by SHBI to the Company Board SHBI shareholders at the SHBI Meeting for the purpose of approving this Agreement and any other matters required to be approved by their respective shareholders in order to consummate the Transaction. In addition to the foregoing, neither TCFC nor SHBI shall have effected a Company Adverse Change submit to the vote of Recommendation or (y) its shareholders any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to other than the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. As of the date of this Agreement, the Board of Directors of Company has adopted resolutions approving the Merger, on substantially the terms and conditions set forth in this Agreement, and directing that the Merger, on such terms and conditions, be submitted to Company’s shareholders for their consideration. The Board of Directors of Company agrees will submit to its shareholders the plan of merger contained in this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law law and the Company Articles and the Company Bylaws, all action necessary to convene a meeting of its shareholders, as soon promptly as practicable after practicable, to consider and vote upon approval of the Form S-4 is declared effective (but plan of merger as well as any other such matters. The record date for any such meeting of Company shareholders shall be determined in prior consultation with and subject to the prior approval of Parent, and shall in any case be no event later fewer than forty-five (45) 3 business days after the Form S-4 is declared effective), the Share Exchange Closing. The Board of Directors of Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at will use all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders a vote approving and adopting the plan of merger contained in this Agreement. However, if the Board of Directors of Company, after consultation with (and based on the “advice of) counsel, determines in good faith that, because of a conflict of interest or other special circumstances (it being agreed that such special circumstances will include, for purposes of this Agreement, the receipt by Company of an Acquisition Proposal that the Board Recommendation”of Directors of Company concludes in good faith constitutes a Superior Proposal). Without limiting , it would violate its fiduciary duties under applicable law to continue to recommend the generality plan of merger set forth in this Agreement, then in submitting the plan of merger to Company’s shareholders, the Board of Directors of Company may submit the plan of merger to its shareholders without recommendation (although the resolutions adopting this Agreement as of the foregoingdate hereof may not be rescinded or amended), unless this Agreement has terminated in accordance with which event the Board of Directors of Company may communicate the basis for its terms, this Agreement and the Merger shall be submitted lack of a recommendation to the Company’s shareholders at in the Company Special Meeting whether Proxy Statement or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation an appropriate amendment or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted supplement thereto to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meetingextent required by law; provided that it may not take any actions under this sentence until after giving Parent at least five business days to respond to any such Acquisition Proposal or other circumstances giving rise to such particular proposed action (and after giving Parent notice of the Company maylatest material terms, without conditions and identity of the prior written consent of Parent, adjourn third party in any such Acquisition Proposal or postpone the Company Special Meeting (Adescribe in reasonable detail such other circumstances) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock and then taking into account any amendment or modification to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, proposed by Parent (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date it being agreed that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect paragraph six of the Company Special Meeting (the “Company Record Date”Confidentiality Agreement will not preclude such a response or proposal), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting”), to be held as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning the Company Shareholders’ Meeting if there are insufficient votes to approve this Agreement to allow additional time to attain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), Notwithstanding any Change in the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of this Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), a special meeting or meetings of its shareholders duly called and held for such purposes (the “Company Special Meeting Shareholder Meeting”) to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (cSection 6.9(b)-(c), the Board of Directors of the Company Board shall at all times prior to and during such Company Special Meeting special meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Shareholder Meeting whether or not (x) the Board of Directors of the Company Board shall have effected a Company an Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Shareholder Meeting (A) if on the date on which the Company Special Shareholder Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Shareholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Shareholder Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parentthe Company, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Shareholder Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date record date or establish a different Company Record Date record date for the Company Special Shareholder Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law law and the Company Articles and the Company Bylaws, all action necessary to convene a meeting of its shareholders, as soon promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)practicable, the Company Special Meeting to consider and to obtain the vote upon approval of this Agreement as well as any other such matters. The Board of Directors of Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at will use all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders a vote approving this Agreement. However, if the Board of Directors of Company, after consultation with (and based on the “Company Board Recommendation”). Without limiting the generality advice of) outside counsel, determines in good faith that, because of the foregoingreceipt by Company of an Acquisition Proposal that the Board of Directors of Company concludes in good faith constitutes a Superior Proposal, unless it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement has terminated to Company’s shareholders, the Board of Directors of Company may submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in accordance with which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that Company may not take any actions under this sentence until after giving Purchaser at least three business days to respond to any such Acquisition Proposal or other circumstances giving rise to such particular proposed action (and after giving Purchaser notice of the latest material terms, conditions and identity of the third party in any such Acquisition Proposal or describe in reasonable detail such other circumstances) and then taking into account any amendment or modification to this Agreement and the Merger proposed by Purchaser. Nothing contained in this Agreement shall be submitted deemed to the Company’s shareholders at relieve the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsobligation to submit this Agreement to its shareholders for a vote. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject submit to the terms and conditions vote of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in shareholders any Acquisition Proposal other than the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles Certificate and the Company Bylaws, all action necessary to convene a meeting of its shareholders (“Shareholders’ Meeting”), as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to obtain this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Shareholder ApprovalRecommendation. Subject to Sections 6.9(b) the provisions of Section 6.8, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (cthe “Company Recommendation”), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders the requisite affirmative vote approving this Agreement (the “Company Board RecommendationShareholder Approval”). Without limiting Notwithstanding any Change in the generality of the foregoing, unless this Agreement has terminated in accordance with its termsCompany Recommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.8. In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.8, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees If the Exchange Approval Meeting has not occurred prior to takea Specified Termination Event, then, as promptly as practicable following the occurrence of a Specified Termination Event, to the extent that Lionsgate is required by applicable stock exchange rules to obtain stockholder approval of the issuance of the Lionsgate Exchange Shares, Lionsgate shall prepare and file with the SEC, an appropriate proxy statement (the “Proxy Statement”) seeking approval of the transactions contemplated by this Agreement (the “Stockholder Approval”). Lionsgate shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each Stockholder shall furnish all information concerning it as may reasonably be requested by the other party in accordance connection with applicable Law such actions and the Company Articles preparation of the Proxy Statement. Lionsgate shall duly give notice of, convene and hold a stockholders’ meeting (the Company Bylaws, all action necessary to convene “Stockholders’ Meeting”) as soon promptly as practicable after following the Form S-4 date the Proxy Statement is declared effective (filed, but in no event later than forty-five (45) 120 days after the Form S-4 is declared effective)Specified Termination Event, for the Company Special purpose of seeking the Stockholder Approval (or adjournment of the Stockholders’ Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(bunder certain circumstances) and shall, (c), a) recommend to its stockholders approval of the Company Board shall at all times prior to issuance of Lionsgate Exchange Shares and during include in the Proxy Statement such Company Special Meeting recommend such approval recommendation and shall (b) use its reasonable best efforts to solicit such approval by its shareholders (and obtain the “Company Board Recommendation”)Stockholder Approval. Without limiting Once the generality of the foregoingStockholders’ Meeting has been called and noticed, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, Lionsgate may only adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Stockholders’ Meeting (Ax) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue extent necessary to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of ensure that any required necessary supplement or amendment to the Proxy Statement/ProspectusStatement is provided to its stockholders in advance of a vote on the Stockholder Approval, or (Cy) after consultation with Parentif, as of the time for which the Stockholders’ Meeting is originally scheduled, there are insufficient shares of Lionsgate common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting and, in any such case (clause (x) or (y)), only for a single minimum period not to exceed ten (10) Business Daysof time reasonable under such circumstance. Lionsgate shall ensure that the Stockholders’ Meeting is called, to solicit additional noticed, convened, held and conducted, and that all proxies if necessary to obtain solicited in connection with the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Stockholders’ Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, are solicited in respect of the Company Special Meeting (the “Company Record Date”)compliance with applicable Law, the Company shall not change such Company Record Date or establish a different Company Record Date for rules of NYSE and the Company Special Meeting without the prior written consent organizational documents of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsLionsgate.

Shareholder Approval. The (a) Company agrees to take, in accordance with applicable Law Law, the Articles of Organization of Company and the Company Articles and the Company BylawsBylaws of Company, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to obtain be approved by Company’s shareholders in order to permit consummation of the Company Shareholder Approval. Subject to Sections 6.9(b) and transactions contemplated by this Agreement (c)including any adjournment or postponement, the “Company Board Meeting”) and, subject to Section 6.07, shall at take all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts lawful action to solicit such approval shareholder approval, including by communicating to its shareholders its recommendation (and including such recommendation in the Joint Proxy Statement-Prospectus) that they approve this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”). Without limiting the generality of the foregoing) and shall not make a Company Adverse Recommendation Change, unless this Agreement has terminated except in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsSection 6.07. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing engage a sufficient number of shares of Company Common Stock proxy solicitor reasonably acceptable to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, Buyer to assist in the solicitation of proxies from shareholders relating to the Requisite Company Shareholder Approval. Except in accordance with the terms of Section 6.07, Company’s board of directors shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the shareholders of Company and shall not withhold, withdraw, amend, or modify their recommendation in any manner adverse to Buyer or take any other action or make any other public statement inconsistent with their recommendation. Notwithstanding any Company Adverse Recommendation Change, Company shall submit this Agreement to its shareholders for their consideration at the Company Meeting and nothing in this Agreement shall relieve Company of the obligation to do so. In the event that there is present at the Company Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that failure to do so would reasonably be likely to result in a breach of the U.S. federal securities Laws or fiduciary duties of Company’s board of directors. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by Xxxxx. Company shall adjourn or postpone the Company Meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (Beither in person or by proxy) after consultation with Parentto constitute a quorum necessary to conduct the business of such meeting, or if on the failure date of such meeting, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Shareholder Approval. Company shall only be required to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior times, for aggregate adjournments or postponements not exceeding sixty (60) calendar days, pursuant to the End Dateimmediately preceding sentence of this Section 6.02(a) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect and any further adjournment or postponement of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without require the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsBuyer.

Shareholder Approval. The Company agrees TRBI Board will submit to its shareholders the plan of merger contained in this Agreement and any other matters required to be approved or adopted by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, TRBI will take, in accordance with applicable Law law, applicable NASDAQ National Market System rules, the rules of any other relevant exchange and the Company Articles and the Company Bylawsits Constituent Documents, all action necessary to convene as soon as practicable after a meeting of its shareholders (including any adjournment or postponement, the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective“TRBI Meeting”), the Company Special Meeting as promptly as practicable, to consider and to obtain vote upon approval of the Company Shareholder Approvalplan of merger as well as any other such matters. Subject to Sections 6.9(b) and (c)Except as specifically provided in the second succeeding sentence below, the Company TRBI Board shall at will use all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders (a vote approving the “Company Board Recommendation”). Without limiting the generality plan of merger contained in this Agreement, including providing an unqualified recommendation that its shareholders vote in favor of the foregoingMerger. Unless the Agreement has previously been terminated pursuant to Article VIII, unless TRBI shall be obligated to hold the TRBI Meeting notwithstanding any Acquisition Proposal or other event or circumstance, and TRBI agrees that it will not submit any Acquisition Proposal to its shareholders for a vote. However, notwithstanding the foregoing or anything herein to the contrary, if the TRBI Board, after consultation with (and based on the advice of) counsel, determines in good faith that, because of the receipt by TRBI of an Acquisition Proposal that the TRBI Board concludes in good faith constitutes a Superior Proposal, it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend the plan of merger set forth in this Agreement, then, in submitting the plan of merger to the TRBI Meeting, the TRBI Board may submit the plan of merger to its shareholders without recommendation (although the resolutions adopting this Agreement has terminated as of the date hereof may not be rescinded or amended), in accordance with which event the TRBI Board may communicate the basis for its terms, this Agreement and the Merger shall be submitted lack of a recommendation to the Company’s shareholders at in the Company Special Meeting whether Proxy Statement or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation an appropriate amendment or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted supplement thereto to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meetingextent required by law; provided that the Company mayTRBI Board may not take any actions under this sentence until after giving BBVA at least 10 business days to respond to such Acquisition Proposal (and after giving BBVA notice of the latest material terms, without conditions and identity of the prior written consent of Parent, adjourn third party in the Acquisition Proposal) and then taking into account any amendment or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock modification to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so proposed by applicable Law or the Company Articles or the Company BylawsBBVA.

Shareholder Approval. (a) The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. Company shall duly take, in accordance with applicable Law law and the Company Articles Certificate and the Company Bylaws, all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as soon promptly as reasonably practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after under the Form S-4 is declared effective)Securities Act by the SEC, for the purpose of obtaining the Company Special Meeting to consider and Shareholder Approval (the “Company Shareholder Meeting”). The Board of Directors of Company will use all reasonable best efforts to obtain from its shareholders the Company Shareholder Approval. Subject However, if the Board of Directors of Company, after consultation with (and taking account of the advice of) counsel, determines in good faith that, because of the receipt by Company of a Company Acquisition Proposal that the Board of Directors of Company concludes in good faith constitutes a Company Superior Proposal, it would be more likely than not to Sections 6.9(b) and result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to Company’s shareholders, the Board of Directors of Company may submit this Agreement to its shareholders without recommendation (calthough the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to its shareholders in the Company Board Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that Company may not take any actions under this sentence until after giving Purchaser at least three business days’ notice. Nothing contained in this Agreement shall at all times prior be deemed to and during such relieve Company Special Meeting recommend such approval and shall use of its reasonable best efforts obligation to solicit such approval by submit this Agreement to its shareholders (the “for a vote. Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted not submit to the Company’s vote of its shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to other than the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles Charter and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 Registration Statement is declared effective (but and will in any event use reasonable best efforts to convene such meeting no event later than fortyfifty-five (4555) calendar days after the Form S-4 Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such purposes (the “Company Special Meeting Meeting”) to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (cSection 5.06(c), the Company Board shall at all times prior to and during such Company Special Meeting special meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Company’s Board of Directors shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on if, as of the date on time for which the Company Special Meeting is originally scheduledscheduled (as set forth in the Prospectus/Proxy Statement), the Company has not received proxies representing a sufficient number of there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain constitute a quorum necessary to conduct the business of the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder ApprovalMeeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two four (24) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the a record date, in respect of date for the Company Special Meeting (the “Company Record Date”)Meeting, the Company shall not change such Company Record Date record date or establish a different Company Record Date record date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles Charter or the Company BylawsBylaws or in connection with a postponement or adjournment of the Company Meeting permitted by this Section 5.04. Without the prior written consent of Parent, approval of the principal terms of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than matters of procedure (including a customary adjournment proposal to solicit additional proxies if necessary to obtain the Company Shareholder Approval) and matters required by applicable Law to be voted on by the Company’s shareholders in connection with the approval of this Agreement and the transactions contemplated hereby) that the Company shall propose to be acted on by the shareholders of the Company at the Company Meeting.

Shareholder Approval. “Shareholder Approval” means: such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the issuance of the July 2023 Securities, including the issuance of the Securities pursuant to this Agreement, in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (the “Exchange Cap”, which is equal to 1,351,670 shares of Common Stock). The Company agrees to takeshall hold a special meeting of shareholders at the earliest practicable date after the date of this Agreement for the purpose of obtaining Shareholder Approval, in accordance with applicable Law the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company Articles shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and the all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such approval is obtained, none of the July 2023 Buyers shall be issued in the aggregate, with respect to the July 2023 Securities, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by its shareholders a fraction, the numerator of which is the purchase price paid by such holder for the respective portion of the July 2023 Notes and the denominator of which is the aggregate purchase price paid by the July 2023 Buyers for the July 2023 Notes that are actually issued on the Closing Date (with respect to each Buyer, the “Company Board RecommendationExchange Cap Allocation”). Without limiting In the generality event that any July 2023 Buyers shall sell or otherwise transfer any of such Buyer’s July 2023 Notes, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the restrictions of the foregoing, unless this Agreement has terminated in accordance prior sentence shall apply to such transferee with its terms, this Agreement and the Merger shall be submitted respect to the Companyportion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of July 2023 Notes shall convert all of such holder’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected July 2023 Notes into a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as holder shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject allocated to the terms and conditions respective Exchange Cap Allocations of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist the remaining holders of July 2023 Notes on a pro rata basis in the solicitation of proxies from shareholders relating proportion to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation aggregate principal amount of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change July 2023 Notes then held by each such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsholder.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)In addition, the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and Issuer shall use its reasonable best efforts to solicit such approval by its hold (a) one special meeting of shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, Authorized Share Increase Approval as promptly as practical under the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days circumstances after the date of adjournment, Closing Date and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two sixty (260) days following the Closing Date and (b) a separate special meeting of shareholders (which may also be at the annual meeting of shareholders) to obtain the Nasdaq 20% Approval as promptly as reasonably practical under the circumstances after the Closing Date and prior to the date that is sixty (60) days following the Closing Date, in each case, with the recommendation of the Issuer’s Board of Directors that such proposals be approved, and the Issuer shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Issuer shall use its reasonable best efforts to obtain such Shareholder Approval. If the Issuer does not obtain the Shareholder Approval at such special meetings, the Issuer shall use reasonable best efforts to hold a new special meeting within thirty (30) days from the date of such previous special meeting to use its reasonable best efforts to obtain such Shareholder Approval. If the Issuer does not obtain the Shareholder Approval at the most recent special meeting, the Issuer shall use reasonable best efforts to seek such Shareholder Approval at each annual meeting thereafter (starting in 2024) until the earlier of the date the Shareholder Approval is obtained, or the Notes are no longer outstanding. The Issuer shall file an amendment to its certificate of incorporation to reflect the Authorized Share Increase within ten (10) Business Days prior after the Authorized Share Increase Approval is obtained. FF Global Partners Investment LLC (formerly known as FF Top Holding LLC) hereby irrevocably agrees that it will take reasonable efforts to the End Date) cause all shares over which it controls voting power to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, vote in respect favor of the Company Special Meeting Shareholder Approval (including the “Company Record Date”Authorized Share Increase Approval), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The (a) Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, shall take all action steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”), to be held as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after date on which the Form S-4 is declared becomes effective), for the purpose of voting upon the approval of this Agreement and the consummation of the transactions contemplated hereby. Except as permitted by Section 5.4(b) below, the Board of Directors of Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders adoption of this Agreement and the consummation of the transactions contemplated hereby (the “Company Board Recommendation”), shall include such recommendation in the Proxy Statement and shall use all reasonable efforts to obtain the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Shares entitled to vote thereon at the Company Shareholders’ Meeting (the “Company Shareholder Approval”). Without limiting Unless permitted by Section 5.4(b) below, neither the generality Board of Directors of Company nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Parent, the approval of this Agreement, the transactions contemplated hereby or the Company Recommendation (any of the foregoing, unless this Agreement has terminated a “Change in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether Recommendation”), or not (xii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction. For purposes of this Agreement, a Change in the Company Recommendation shall include any approval or recommendation (or public proposal to approve or recommend) by the Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Directors of Company or any committee thereof of its advisors. The Company shall notan Alternative Transaction, without or any failure by the prior written consent Board of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares Directors of Company Common Stock to recommend against an Alternative Transaction within the ten (10) Business Day period specified in Rule 14e-2(a) under the Exchange Act. In the event that Parent determines that additional time may be required in order to seek the vote of Company shareholders required to obtain the Company Shareholder Approval, the Company shall will delay, postpone or adjourn the Company Special Shareholders’ Meeting until such date as shall be mutually agreed upon requested by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and (a) Not later than the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable second Business Day after the Form S-4 Registration Statement is declared effective under the Securities Act (but in no event later than forty-five before (451) days after the Form S-4 is information statement contained in the Proxy Statement/Prospectus shall have been delivered to Merger Partner's Shareholders and (2) the Registration Statement shall have been declared effective), Merger Partner shall solicit and obtain the Company Special Meeting Merger Partner Shareholder Approval by the Written Consents (in a form reasonably acceptable to consider Public Company) to be executed and delivered by Merger Partner's Shareholders for the purposes of (i) evidencing the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby, (ii) acknowledging that the approval given thereby is irrevocable and that such Shareholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached to the Written Consent, and that such Shareholder has received and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. In connection with the Merger Partner Shareholder Approval, Merger Partner shall comply with all disclosure and other obligations to its Shareholders under the DGCL and any other applicable laws. Merger Partner shall take all action that is both reasonable and lawful to obtain the Company Merger Partner Shareholder Approval. Subject , subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”compliance with Section 6.01(b). Without limiting the generality of the foregoing, unless Merger Partner agrees that its obligations under this Agreement has terminated Section 6.05(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner's Shareholders in accordance connection with its terms, this Agreement and the Merger shall be submitted in form and substance reasonably satisfactory to Public Company and, except in the case of a Merger Partner Board Recommendation Change, any solicitation or similar disclosure, if the Merger Partner Shareholder Approval has not already been obtained, shall include the recommendation of Merger Partner Board that Merger Partner's Shareholders consent to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions adoption of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect and approval of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The Company agrees Board shall take all lawful action to take, in accordance with applicable Law (i) cause a special meeting of its shareholders (the “Company Shareholder Meeting”) to be duly called and the Company Articles and the Company Bylaws, all action necessary to convene held as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after date hereof for the Form S-4 is declared effective)purpose of voting on the approval and adoption of this Agreement, the other Transaction Documents and the Amendment and the election to the Company Special Meeting to consider Board, effective as of the Closing Date, of the initial Elixir Nominees and (ii) solicit proxies from its shareholders to obtain the required vote for the approval and adoption of this Agreement, the other Transaction Documents and the Amendment, the issuance of the Shares and New Warrants and the election to the Company Shareholder ApprovalBoard, effective as of the Closing Date, of the initial Elixir Nominees and any action necessary or desirable to effectuate the transactions contemplated herein. Subject The Proxy Statement shall include a statement that the Company Board recommends that the shareholders of the Company adopt this Agreement and the other Transaction Documents and thereby approve the issuance of the Shares and the New Warrants and the transactions contemplated hereby and that the shareholders of the Company approve the Amendment and the election to Sections 6.9(b) the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and (c), the Company Board shall at take all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts lawful action (including the solicitation of proxies) to solicit such approval by its shareholders (adoption and approval; provided, however, that the “Company Board Recommendation”). Without limiting may, at any time prior to the generality time of the foregoingCompany Shareholder Meeting, unless this Agreement has terminated withdraw, modify or change any such recommendation to the extent that the Company Board determines in accordance good faith, after receiving written advice from outside legal counsel, that such recommendation would not be consistent with its terms, this Agreement and the Merger shall be submitted fiduciary duties to the Company’s shareholders at under applicable Legal Requirements (a “Fiduciary Exception”). At any such Company Shareholder Meeting, each of Jxx Xxxxxx and Mxxx Xxxxxxx shall vote all shares over which they have voting control (including, with respect to Mx. Xxxxxxx, any shares over which Mx. Xxxxxxx exercises sole voting control pursuant to that certain voting trust agreement dated August 28, 2006, by and among Mx. Xxxxxxx, Triage Offshore Fund, Ltd., Triage Capital Management B LP, Triage Capital Management LP and Periscope Partners LP) in favor of the approval and adoption of this Agreement and the other Transaction Documents, the Amendment, the issuance of the Shares and the New Warrants and the election to the Company Special Meeting whether Board, effective as of the Closing Date, of the initial Elixir Nominees and any action necessary or desirable to effectuate the transactions contemplated herein and therein. Mx. Xxxxxx and Mx. Xxxxxxx further agree to (i) execute an irrevocable voting agreement, in form and substance reasonably satisfactory to Elixir, with respect to the foregoing and (ii) not (x) to sell, transfer, assign, pledge or dispose of any shares of Common Stock or Common Stock Equivalents, prior to the Company Board shall have effected a Company Adverse Change of Recommendation or Closing except that (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted Mx. Xxxxxxx may sell up to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of 375,000 shares of Company Common Stock to obtain resulting from the Company Shareholder Approvalexercise of stock options currently held by Mx. Xxxxxxx, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parentfor personal financial reasons, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, hereof and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the Closing and (z) Mx. Xxxxxx may sell up to 150,000 shares of Common Stock of the Phileo Foundation, of which Mx. Xxxxxx is trustee and up to 500,000 shares of Common Stock for his own account after the date that is two (2) Business Days hereof and prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsClosing.

Shareholder Approval. The Company agrees to takeshall prepare and file with the SEC, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon promptly as practicable after the Form S-4 is declared effective (date hereof but in no event later than forty-five twenty (4520) days after the Form S-4 date hereof, an information statement (the “Information Statement”), in a form reasonably acceptable to the Buyers and Xxxxxxxxx Xxxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxxxxx Traurig LLP incurred in connection therewith in an amount not exceed $5,000, informing the shareholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as Exhibit G (the “Shareholder Consent”) approving the Shareholder Resolutions (the “Shareholder Resolutions”, and such required affirmative approval by the shareholders of the Company of such Shareholder Resolutions as determined in accordance with the Articles of Incorporation and the Bylaws, the “Shareholder Approval”) that approve the transactions contemplated hereby, including, without limitation, the issuance and terms of the Securities and the approval of such transactions pursuant to applicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, or if the Shareholder Consent is declared effective)not sufficient to obtain the Shareholder Approval, the Company Special Meeting shall prepare and file with the SEC a preliminary proxy statement with respect to consider and to obtain a special or annual meeting of the shareholders of the Company (the “Shareholder Approval. Subject to Sections 6.9(b) and (cMeeting”), which shall be called as promptly as practicable after the date hereof, but in no event later than August 4, 2012 (the “Shareholder Meeting Deadline”) soliciting each such shareholder’s affirmative vote for approval of, to the extent not previously adopted, the Shareholder Resolutions (the date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit its shareholders’ approval of such approval by its shareholders (Shareholder Resolutions and to cause the “Company Board Recommendation”). Without limiting the generality of Directors of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted Company to recommend to the Company’s shareholders at that they approve the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsShareholder Resolutions. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock be obligated to seek to obtain the Company Shareholder ApprovalApproval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall adjourn the Company Special cause an additional Stockholder Meeting to be held each calendar quarter thereafter until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that Stockholder Approval is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsobtained.

Shareholder Approval. The (a) Target Holding Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, shall take all action steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after for the Form S-4 is declared effective (but in no event later than forty-five (45) days after purpose of voting upon the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall and the transactions contemplated hereby and thereby (the "Target Shareholder Meeting"). Subject to the remainder of this Section 6.03(a), Target Holding Company will, through its Board of Directors, recommend to its shareholders approval of this Agreement and the Merger and the transactions contemplated hereby and thereby and such other matters as may be submitted to its shareholders in connection with this Agreement. Except as expressly permitted by this Section 6.03, the Company’s shareholders Board of Directors of Target Holding Company shall not fail to recommend, or withdraw, modify, or change or propose publicly to withdraw, modify, or change in a manner adverse to the Bank, the approval or recommendation by such Board of Directors of the Merger or the adoption and approval of the matters to be considered at the Company Special Target Shareholder Meeting. The Board of Directors may fail to recommend or withdraw, modify or change the recommendation of the Merger in a manner adverse to the Bank if the Board determines in its good faith judgment, based as to legal matters on the advice of its outside legal counsel, that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of the Board of Directors under applicable law. Notwithstanding the foregoing, in the event that there is pending, or has been a public announcement of, a Takeover Proposal (as defined in Section 6.13), the Board of Directors may not withdraw, modify or change its approval or recommendation of the Merger or the approval of the matters to be considered at the Target Shareholders Meeting whether or not unless (xi) the Target Holding Company is not in breach of any of the material terms of this Agreement, (ii) the Board shall have effected determines in its good faith judgment, based as to legal matters on the advice of its outside legal counsel, that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a Company Adverse Change breach of Recommendation or the fiduciary duties of the Board of Directors under applicable law, and (yiii) the Bank does not, within 10 business days of delivery of any Company Acquisition such Takeover Proposal shall have been publicly proposed or announced or otherwise submitted to the Company Bank by Target Holding Company, offer to increase either or any both of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone Per Share Stock Consideration and Per Share Cash Consideration to provide at least substantially the Company Special Meeting; same value as the economic terms as set forth in such Takeover Proposal (provided that the Company may, without Bank may substitute cash for any non-cash consideration (or vice versa) provided for under such Takeover Proposal so long as a substantially equivalent economic value is provided to the prior written consent shareholders of Parent, adjourn or postpone Target Holding Company). Nothing in this Section 6.03(a) shall modify the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number obligations of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Target Holding Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsTarget Bank under Section 6.13 hereof.

Shareholder Approval. The Company agrees shall provide each shareholder entitled to takevote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which meeting shall be held no later than February 28, 2011 (the “Shareholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel at the expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) (i) to the extent required by the Principal Market, permitting the sale of Securities at the Additional Closing, (ii) permitting adjustments to the Exercise Price (as defined in the Series A Warrants and the Series C Warrants) below the Floor Price (as defined in the Series A Warrants and the Series C Warrants) and the issuance of any resulting additional shares of Common Stock issued thereunder, (iii) making the Exchange Cap (as defined in the Notes and the Series B Warrants) inapplicable with respect to issuances of Common Stock in excess thereof and (iii) eliminating the “temporary purchase price floor” set forth in the Class G warrants issued by the Company in September 2009, all in accordance with applicable law and the rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, the Company shall cause an additional Shareholder Meeting to be held every three (3) months thereafter until such Shareholder Approval is obtained. Until Shareholder Approval is obtained, the Company shall not, directly or indirectly, issue or sell, or, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality Section 2 of the foregoingWarrants, unless this Agreement has terminated be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with its terms, this Agreement and Section 2 of the Merger shall be submitted to Warrants) less than the Company’s shareholders Floor Price at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or time while any of its advisors. The Company shall not, the Notes or Warrants are outstanding without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parenteach Buyer, which date shall not consent may be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist granted or withheld in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawseach Buyer’s sole discretion.

Shareholder Approval. The Company agrees Board will submit to its shareholders the principal terms of this Agreement and any other matters required to be approved or adopted by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, the Company will take, in accordance with the CCC, other applicable Law law, applicable NASDAQ National Market System rules, the rules of any other relevant exchange and the Company Articles and the Company Bylawsits Constituent Documents, all action necessary to convene as soon as practicable after a meeting of its shareholders (including any adjournment or postponement, the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective"Company Meeting"), the Company Special Meeting as promptly as practicable, to consider and vote upon approval of the principal terms of this Agreement as well as any other such related matters. The Company Board will use all reasonable best efforts to obtain from its shareholders a vote approving the principal terms of this Agreement, including providing an unqualified recommendation that its shareholders vote in favor of the Merger. The Company Board will not impose a requirement that the holders of more than a majority of the outstanding shares of the Company Shareholder ApprovalCommon Stock entitled to vote on the Merger and the principal terms of the Agreement approve the Merger and the principal terms of the Agreement. Subject If the Company Board, after consultation with (and based on the advice of) outside counsel, determines in good faith that, because of the receipt by the Company of an Acquisition Proposal that the Company Board concludes in good faith constitutes a Superior Proposal, it would more likely than not result in a violation of its fiduciary duties under applicable law to Sections 6.9(b) and (c)continue to recommend the approval of the principal terms of this Agreement, then, in submitting the principal terms of this Agreement to the Company Meeting, the Company Board shall at all times prior may submit principal terms of this Agreement to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders without recommendation (although the “Company Board Recommendation”). Without limiting the generality resolutions adopting this Agreement as of the foregoingdate hereof may not be rescinded or amended), unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) which event the Company Board shall have effected may communicate the basis for its lack of a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted recommendation to the Company shareholders in the Proxy Statement or any of its advisors. The Company shall not, without an appropriate amendment or supplement thereto to the prior written consent of Parent, adjourn or postpone the Company Special Meetingextent required by law; provided that the Company mayBoard may not take any actions under this sentence until after giving Acquiror at least five business days to respond to such Acquisition Proposal (and after giving Acquiror notice of the latest material terms, without conditions and identity of the prior written consent of Parent, adjourn third party in the Acquisition Proposal) and then taking into account any amendment or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock modification to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so proposed by applicable Law or the Company Articles or the Company BylawsAcquiror.

Shareholder Approval. The To the extent required by the rules and regulations of the Principal Market, the Company agrees shall provide each shareholder entitled to takevote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which shall be called and held not later than one hundred eighty (180) days after the Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, in the form which has been previously reviewed by the Holder and its counsel, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions providing for the Company’s issuance of all of the Securities as described in the Exchange Documents in accordance with applicable Law law and the rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval” and the date of such Shareholder Approval shall be referred to as the “Shareholder Approval Date”), and the Company Articles shall use its commercially reasonable efforts to solicit its shareholders’ approval of such resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company Bylawsto recommend to the shareholders that they approve such resolutions. If the Company shall be obligated to seek to obtain the Shareholder Approval, all action necessary then it shall do so by the Shareholder Meeting Deadline. If, despite the Company’s commercially reasonable efforts the Shareholder Approval is not obtained on or prior to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)Shareholder Meeting Deadline, the Company Special shall cause an additional Shareholder Meeting to consider be held each semi-annual period thereafter until such Shareholder Approval is obtained or until such Shareholder Approval is no longer required under the rules and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality regulations of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and Principal Market or is no longer required to eliminate restrictions on the Merger shall be submitted issuance of Common Shares pursuant to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors2008 Warrants. The Company shall not, without not directly or indirectly take any action which would result in a Dilutive Issuance (as defined in the Warrant) below the Floor Price (as defined in the Warrant) prior written consent of Parent, adjourn or postpone to the Shareholder Approval Date. The Company Special Meeting; provided agrees that any such action and resulting Dilutive Issuance shall be null and void and that the Holder would be irreparably harmed to the extent that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until takes any such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsaction.

Shareholder Approval. The Company agrees As promptly as practicable following the date hereof, to takethe extent that Parent is required by applicable stock exchange rules to obtain stockholder approval of the issuance of the Lionsgate Exchange Shares (as defined in the 2016 Exchange Agreement), Parent shall prepare and file with the SEC, an appropriate proxy statement (the “Parent Proxy Statement”) seeking approval of the transactions contemplated by the 2016 Exchange Agreement (the “Stockholder Exchange Approval”). Parent shall use its reasonable best efforts to cause the Parent Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each Stockholder shall furnish all information concerning it as may reasonably be requested by the other party in accordance connection with applicable Law such actions and the Company Articles preparation of the Parent Proxy Statement. Parent shall duly give notice of, convene and the Company Bylaws, all action necessary to convene hold a stockholders’ meeting as soon promptly as practicable after following the Form S-4 date the Parent Proxy Statement is declared effective filed for the purpose of seeking the Stockholder Exchange Approval (but in no event later than forty-five (45) days after or adjournment of the Form S-4 is declared effective), the Company Special Parent Stockholders’ Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(bunder certain circumstances) and shall, (c), a) recommend to its stockholders approval of the Company Board shall at all times prior to issuance of Lionsgate Exchange Shares (as defined in the Exchange Agreement) and during include in the Parent Proxy Statement such Company Special Meeting recommend such approval recommendation and shall (b) use its reasonable best efforts to solicit such approval by and obtain the Stockholder Exchange Approval. Once the stockholders’ meeting at which the Stockholder Exchange Approval is being sought has been called and noticed, Parent may only adjourn or postpone such stockholders’ meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the Parent Proxy Statement is provided to its shareholders stockholders in advance of a vote on the Stockholder Exchange Approval, or (the “Company Board Recommendation”). Without limiting the generality y) if, as of the foregoingtime for which the such stockholders’ meeting is originally scheduled, unless this there are insufficient shares of Parent common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting and, in any such case (clause (x) or (y)), only for a minimum period of time reasonable under such circumstance. Parent shall ensure that the stockholders’ meeting at which the Stockholder Exchange Approval is being sought is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Stockholders’ Meeting are solicited in compliance with applicable law, the rules of NYSE and the organizational documents of Parent. If the Merger Agreement has not been terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Parent Stockholders’ Meeting (as defined in the “Company Record Date”Merger Agreement), Parent shall cause the Company shall not change such Company Record Date or establish a different Company Record Date for stockholders’ meeting seeking the Company Special Meeting without Stockholder Exchange Approval to be combined with the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsParent Stockholders’ Meeting.

Shareholder Approval. The Company agrees SBI will seek the approval at a special meeting of shareholders or the written consent of the shareholders at the earliest practicable date approving this Agreement, the Merger and related matters, which approval will be recommended by the Board of Directors of SBI. SBI’s Board of Directors shall not withdraw, modify or qualify (or propose to takewithdraw, modify or qualify), in accordance with applicable Law any manner adverse to Parent or Purchaser, its recommendation to SBl’s shareholders of the approval of the Merger and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective this Agreement (but a “Change in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of Notwithstanding the foregoing, unless this Agreement provided that there has terminated been no breach of Sections 5.1.7 and 5.1.8, SBl’s Board of Directors is not prohibited by Sections 5.1.7 or 5.1.8 from effecting a Change in Recommendation, provided that SBI has received an unsolicited bona fide written Acquisition Proposal and SBl’s Board of Directors determines in good faith (after consultation with their outside legal and financial advisors, after appropriately considering all relevant factors and after determining that the Board of Directors of SBI must do so in order to discharge properly its fiduciary duties) that such Acquisition Proposal would, if consummated in accordance with its terms (but taking into account the risk of non-completion), result in a SBI Superior Proposal, and provided further that SBI will not effect a Change in Recommendation relating to a SBI Superior Proposal without first providing Parent not less than three business days prior written notice of any such Change in Recommendation. If Parent and Purchaser agree to amend the transaction contemplated by this agreement (an “Amended Transaction” within such three business day period such that in the good faith determination of the Board of Directors of SBI in the exercise of their fiduciary duties, the Amended Transaction, if consummated, is reasonably likely to result in a transaction which is as favorable from a financial point of view to the stockholders of SBI as the SBI Superior Proposal (taking into account all of the terms, this Agreement conditions and aspects of such Amended Transaction and SBI Superior Proposal), SBI will not effect the Merger shall be submitted Change in Recommendation, and will agree to the Company’s shareholders at the Company Special Meeting whether or not Amended Transaction. Nothing in this Section 5.1.8 shall (x) the Company Board shall have effected a Company Adverse Change of Recommendation permit SBI to terminate this Agreement (except as specifically provided in Article VIII) or (y) affect any Company other obligation of SBI under this Agreement. SBI shall not submit to the vote of its stockholders any Acquisition Proposal shall have been publicly proposed other than the Merger or announced an SBI Superior Proposal. In connection with the special meeting of shareholders or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parentshares described herein, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company SBI shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject provide to the terms and conditions of this Agreement shall continue to use SBI Stockholders all reasonable best efforts, together with its proxy solicitor, to assist disclosures required by Utah law in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so manner proscribed by applicable Law or the Company Articles or the Company BylawsUtah law.

Shareholder Approval. The Company agrees As set forth in the Articles of Amendment, until such time as the Shareholder Approval is obtained, the Preferred Shares will be subject to take, in accordance with applicable Law limitations on voting rights and the Company Articles and the Company Bylaws, all action necessary to convene as soon will have no voting rights. As promptly as practicable after following the Form S-4 is declared effective Preferred Closing Date (but and in no any event later than forty-five within sixty (4560) days after Business Days following the Form S-4 is declared effectivePreferred Closing Date), the Company Special Meeting shall prepare and file with the SEC a proxy statement (the “Proxy Statement”) that includes a proposal for approval by the holders of Common Stock to consider and to obtain approve the issuance of Common Stock upon conversion of the Series B Preferred Stock of the Company issued to Purchaser pursuant to this Agreement as required under the listing rules of the Nasdaq Stock Market (and any successor thereto and any other trading market on which the Common Stock is listed), including Nasdaq Listing Rule 5635(b) and Nasdaq Listing Rule 5635(d) (the “Shareholder Approval”) at a special meeting of the shareholders of the Company (the “Company Shareholder Meeting”). Subject to the directors’ fiduciary duties, the Proxy Statement shall include the recommendation from the Board of Directors that the shareholders vote in favor of the Shareholder Approval. Subject to Sections 6.9(b) and (c), the The Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its from the shareholders (the “Company Board Recommendation”). Without limiting the generality proxies in favor of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement Shareholder Approval and to obtain the Merger shall be submitted Shareholder Approval. Purchaser agrees to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted furnish to the Company or any all information concerning Purchaser and its Affiliates as the Company may reasonably request in connection with the preparation and filing of its advisorsthe Proxy Statement and the Company Shareholder Meeting. The Company shall notshall, without as promptly as practicable following the prior written consent earlier of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (Ai) if on the date on which the SEC confirms that it has no further comments on the Proxy Statement, or (ii) ten calendars days following the filing of a preliminary proxy statement if the Company Special Meeting is originally scheduledreceives no comments from the SEC during such ten day period, take all action reasonably required, including under the OBCA, the Company has not received proxies representing a sufficient number Company’s Articles of shares Incorporation and Bylaws and the applicable rules of Company Common the Nasdaq Stock to obtain Market, to, as soon as reasonably practicable thereafter, duly call, convene and hold the Company Shareholder Approval, Meeting. Neither the Company shall adjourn Closing Shares nor the Company Special Meeting until such date as shall Preferred Shares will be mutually agreed upon by entitled to vote in connection with the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. (a) The Company agrees to take, in accordance with applicable Law law and the Company Articles Charter and the Company Bylaws, all action necessary to convene as soon promptly as practicable after following the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)date of this Agreement, the Company Special Meeting a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to obtain be approved by the Company's shareholders in order to permit consummation of the Merger (including any adjournment or postponement, the "Company Meeting"). Except with the prior approval of Parent, no other matters shall be submitted for the approval of the Company Shareholder Approvalshareholders at the Company Meeting, provided, however, that if the Company Meeting is also the annual shareholder meeting of the Company, no prior approval of the Parent shall be required for the submittal of such matters as are customarily submitted to the shareholders of the Company at its annual meeting. Subject to Sections 6.9(b) and (c), the The Company Board shall at all times prior to and during such Company Special Meeting recommend such approval, include such approval and shall in the Proxy Statement, use its commercially reasonable best efforts to solicit such approval by and not withdraw, amend or modify its shareholders (the “Company Board Recommendation”)recommendation of such approval. Without limiting the generality of Notwithstanding the foregoing, unless nothing in this Agreement has terminated in accordance with shall prevent the Company Board from withholding, withdrawing, amending or modifying its terms, this Agreement recommendation if and the Merger shall be submitted only to the Company’s shareholders at extent that there is a bona fide written Acquisition Proposal and (i) the Company Special Meeting whether or not Board, after consultation with outside legal counsel, in good faith determines that such action is necessary for the proper discharge of its fiduciary duties under applicable law and (xii) the Company Board shall have effected determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted transaction more favorable to the Company or any Company's shareholders from a financial point of view than the Merger (a "Superior Proposal"). The Company, in consultation with Parent, shall employ professional proxy solicitors to assist in contacting its advisorsstockholders in connection with soliciting favorable votes on the Merger. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject consult Parent with respect to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect timing of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMeeting.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event a) No later than forty-five (45) days after the Form S-4 is declared effective)May 31, 2020, the Company Special Meeting shall duly call, give notice of, establish a record date for, convene and hold its annual shareholders’ meeting (the “Shareholders’ Meeting”), for the purpose of, among other matters, (i) voting upon approval and adoption of an amendment to consider the Company’s Certificate of Incorporation and to obtain (ii) voting upon such approval required by the Company applicable rules of the Principal Market for issuances of shares of Common Stock in excess of the Exchange Cap (collectively, the “Shareholder Approval. Subject to Sections 6.9(b) and (c”), in the form attached hereto as Annex A to Exhibit G (the “Non-Voting Common Stock Certificate of Amendment”). The Company shall: (A) through its Board shall at all times prior recommend to and during such Company Special Meeting recommend such its shareholders the approval and shall use its reasonable best efforts adoption of the Non-Voting Common Stock Certificate of Amendment and the approval to solicit such approval by its shareholders effect issuances in excess of the Exchange Cap (the “Company Board RecommendationRecommendations”); (B) include such Company Recommendations in the proxy statement delivered to shareholders; and (C) use its best efforts to obtain the Shareholder Approval. Without limiting Neither the generality of the foregoingBoard nor any committee thereof shall withdraw, unless this Agreement has terminated qualify or modify, or propose publicly to withdraw, qualify or modify, in accordance with its termsa manner adverse to a Purchaser, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether Recommendations or not (x) take any action, or make any public statement, filing or release inconsistent with the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsRecommendations. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company Special Meeting; provided that the Company may, without the prior written consent of Parent, shall also adjourn or postpone the Company Special Meeting (A) Shareholders’ Meeting, if on the date on which of the Company Special Shareholders’ Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock necessary to obtain the Company Shareholder ApprovalApproval and, following such adjournment or postponement, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date solicit proxies representing a sufficient number of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary shares to obtain the Company Shareholder Approval. Parent may require Following the Company to adjournfirst of either such adjournment or postponement, delay or postpone the Company Special Meeting once for if requested by a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”)Purchaser, the Company shall not change retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, such Company Record Date or establish a different Company Record Date for Purchaser in connection with obtaining the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsShareholder Approval.

Shareholder Approval. (a) As soon as practicable after the date of this Agreement, and in no event later than fifteen (15) business days after the date hereof, Sellers shall prepare and cause to be filed with the SEC a proxy statement pursuant to Rule 14a-3 promulgated under Section 14A of the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement") in connection with the approval and adoption of this Agreement, the Transaction and the other Transaction Documents. The Company agrees Proxy Statement shall include a statement that Sunland's Board of Directors has approved this Agreement, determined that this Agreement, the Transaction and the other Transaction Documents are in the best interests of Sunland's shareholders and recommends that Sunland's shareholders vote in favor thereof, and Sunland shall use its commercially reasonable efforts to takesolicit such votes from its shareholders. The Proxy Statement shall comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Sellers shall immediately advise Purchaser if the Proxy Statement, including any amendments or supplements thereto, at the time filed with the SEC, as of the date of mailing to the shareholders of Sunland or at any other time, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statement therein, in accordance light of the circumstances under which they are made, not misleading. Sunland shall respond promptly to any comments of the SEC or its staff with applicable Law respect thereto and use its best efforts to have the Company Articles and Proxy Statement cleared by the Company Bylaws, all action necessary to convene SEC as soon as practicable after its filing. Sunland shall also promptly furnish to Purchaser and its counsel copies of any correspondence received from the Form S-4 is declared effective (but SEC, and shall permit representatives of the Purchaser to attend any telephone calls with the SEC that discuss comments made by its staff. As soon as practicable after clearance by the SEC of the Proxy Statement, Sunland shall mail the Proxy Statement to its shareholders. In addition, Sunland shall take all action necessary in no event later than forty-five (45) days after the Form S-4 is declared effective)accordance with applicable Laws and its charter to duly call, the Company Special Meeting give notice of, convene and hold a meeting of its shareholders as soon as practicable solely to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c)approve this Agreement, the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement Transaction and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsTransaction Documents.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company BylawsCode, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting’”), to be held as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning the Company Shareholders’ Meeting if there are insufficient votes to approve this Agreement to allow additional time to attain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), Notwithstanding any Change in the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of this Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. Immediately upon execution of this Agreement, Waban shall deliver to each Consenting Shareholder the Merger Consent and use commercially reasonable efforts to obtain a duly executed and dated Merger Consent from all Consenting Shareholders promptly after the execution hereof. The Company agrees parties intend that those consents of Consenting Shareholders be executed and delivered to take, in accordance with applicable Law Waban and Phase Forward by Consenting Shareholders immediately after delivery of such consents to the Consenting Shareholders and that pursuant thereto the Consenting Shareholders irrevocably adopt and approve this Agreement and the Company Articles Merger. Waban shall ensure that any shareholder consents delivered by the Consenting Shareholders are obtained in compliance with and are valid and effective under the Company Bylaws, all action necessary to convene as soon DGCL and Waban’s Certificate of Incorporation and bylaws then in effect. As promptly as practicable after the Form S-4 is declared effective execution and delivery to Waban and Phase Forward by the Consenting Shareholders of such consents (but in no event later than forty-five (45) days after the Form S-4 is declared effectiveone business day thereafter), the Company Special Meeting Waban shall prepare and mail to consider and to obtain the Company every Waban Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality as of the foregoingrecord date (other than the Consenting Shareholders) the notices required by Section 228 of the DGCL, unless this Agreement has terminated in accordance with its terms, informing them that this Agreement and the Merger were adopted and approved by the Consenting Shareholders, describing in reasonable detail the Merger and the Merger Consents, informing them that appraisal rights are available for their Waban Common Stock pursuant to Section 262 of the DGCL and providing them such additional information as may be necessary for them to make an informed decision whether to exercise appraisal rights under Section 262 of the DGCL. Waban shall be submitted afford Phase Forward and its counsel a reasonable opportunity to review and comment upon such notices or other materials prior to such materials being delivered to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Waban Shareholders. Waban shall, through its Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted Directors, recommend to the Company or any Waban Shareholders the approval and adoption of its advisorsthis Agreement. The Company shall not, without Except in connection with the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions termination of this Agreement pursuant to Section 12.1, neither the Board of Directors of Waban nor any committee or subcommittee thereof shall continue withdraw, qualify or modify, in a manner adverse to use all reasonable best effortsPhase Forward, together with its proxy solicitor, to assist in the solicitation approval of proxies from shareholders relating such Board of Directors or such committee or subcommittee of this Agreement or the Merger or the recommendation of such Board of Directors to the Company Shareholder Approval, (B) after consultation with Parent, if Waban Shareholders that they approve and adopt this Agreement and the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The Company agrees Within 31 days after the date hereof, Solect shall take all action necessary, subject to take, and in accordance with applicable Law law, its articles of continuance and bylaws and any outstanding shareholder agreements, to obtain the approval and adoption of this Agreement, the Share Restructuring Plan (including the articles of amendment giving effect thereto) and related matters by Solect's shareholders. Solect shall provide to Amdocs reasonable opportunity to review and comment on any material (collectively, the "Information Statement") proposed to be mailed to Solect's shareholders and/or other security holders in connection with the foregoing approval. Such approval has been recommended by Solect's Board of Directors and management. Concurrently with the execution of this Agreement, Southwest Sun, Inc., KL Group, Inc., Xxxxx Xxxxx, TCV Solect (A) SRL, TCV Solect (B) SRL, TCV Solect (C) SRL, Science Applications International Corporation, BCS Investment SRL, WPG Networking-Software SRL and Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity Funding, Inc. (collectively, the "Solect Principal Securityholders") have executed a Principal Securityholders' Agreement in the form of Exhibit 4.4 (the "Securityholder Agreement"), agreeing, among other things, (i) if such security holder holds Solect Convertible Securities, to exercise or convert such securities into Solect Common Shares prior to the Effective Time, (ii) to vote in favor of the Share Restructuring Plan and the Company Articles and the Company Bylawstrans actions contemplated by this Agreement, (iii) to take all action necessary to convene as soon as practicable after waive any notice or other time periods contemplated by any agreement that could result in a delay of the Form S-4 is declared effective date of the shareholders meeting required to approve the transactions contemplated hereby or that could otherwise result in a delay of the consummation of the transactions contemplated hereby, and (but in no event later than forty-five (45iv) days after to terminate the Form S-4 is declared effective)Shareholders Agreement, the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Investor's Rights Agreement and the Merger shall be submitted to Management Rights Agreement (as such terms are defined in Article 8) upon the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Effective Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to takeIf required by the applicable NASD Market Place Rules and/or Nasdaq's corporate governance rules, in accordance with applicable Law and the Company Articles and Subscriber agree that until the Company Bylawseither obtains shareholder approval of the issuance of the Securities, all action necessary or an exemption from NASDAQ's corporate governance rules as they may apply to convene as soon as practicable after the Form S-4 Shares and Warrants, and an opinion of counsel reasonably acceptable to Subscriber that the issuance of the Shares and Warrants will not violate NASDAQ's corporate governance rules nor may result in a delisting of the Company's common stock from the SmallCap (the "Approval"), each Subscriber may not receive any Shares or Warrants. If the Approval is declared effective required by the applicable NASD Market Place Rules, and or Nasdaq's corporate governance rules, the Company covenants to use its best reasonable efforts to obtain the Approval to allow the issuance of the Shares and Warrants. If the Approval is required by the applicable NASD Market Place Rules and/or the Nasdaq's corporate governance rules, the Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty (but in no event later than forty-five (4530) days after the Form S-4 Closing Date ("Proxy Filing Date"). If the Approval is declared effective)required by the applicable NASD Market Place Rules and/or the Nasdaq's corporate governance rules, the Company Special Meeting further covenants to consider and use its best reasonable efforts to obtain the Company Shareholder ApprovalApproval not later than the sooner of seventy-five (75) days from the Closing Date ("Approval Date"). Subject to Sections 6.9(b) and (c)If the Approval is required by the applicable NASD Market Place Rules and/or Nasdaq's corporate governance rules, the Company Board shall at all times prior Company's failure to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (i) file the “Company Board Recommendation”). Without limiting proxy on or before the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to Proxy Filing Date; or (ii) the Company’s 's failure to convene a meeting or shareholders at with a quorum present and vote upon the Company Special Meeting whether Approval within seventy-five (75) days, or not in the case of an SEC review, one hundred and five (x105) days after the Closing Date; or (iii) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock Company's failure to obtain the Company Shareholder Approval, Approval on or before the Approval Date (any of the preceding being an "Approval Default") shall be deemed a rejection ("Rejection") and the Company shall adjourn immediately notify each Subscriber of such Approval Default; provided, however that any Subscriber may waive such Rejection During the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) business days after the date following its receipt of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies notification from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company such Approval Default has established the record dateoccurred, in respect of the Company Special Meeting (the “Company Record Date”), which case the Company shall not change remain obligated to such Company Record Date or establish a different Company Record Date for Subscriber to use its best reasonable efforts to file the Company Special Meeting without proxy and obtain the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsApproval as set forth above.

Shareholder Approval. The (a) Following the execution of this Agreement, Company agrees to shall take, in accordance with applicable Law and the Company Articles Certificate of Incorporation and the Company BylawsBylaws of Company, all action necessary to convene a special meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but and in no any event later than forty-five within sixty (4560) days after following the Form S-4 is declared time when the Registration Statement becomes effective), subject to extension with the Company Special Meeting consent of Buyer) to consider and to obtain vote upon the Company Shareholder Approval. Subject to Sections 6.9(bapproval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (cincluding any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to ‎‎Section 5.09 and the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall last sentence of this Section 5.04(a), use its commercially reasonable best efforts to solicit such 51 approval by such shareholders. Subject to ‎Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its commercially reasonable efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Certificate of Incorporation and Bylaws of Company, Regulation 14A under the Exchange Act and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders (at the “Company Meeting other than a proposal relating to an advisory vote on executive compensation as may be required under Rule 14a-21(c) under the Exchange Act. If the Company Board Recommendation”). Without limiting changes the generality of the foregoing, unless this Agreement has terminated Company Recommendation in accordance with Section 5.09, Company shall not be required to use its terms, commercially reasonable efforts to solicit shareholders to approve this Agreement and the Merger transactions contemplated hereby (including the Merger) or to use its commercially reasonable efforts to obtain the Requisite Shareholder Approval to consummate the Merger; provided that, for the avoidance of doubt, nothing in this sentence shall be submitted to the limit Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted obligation to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided ensure that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledcalled, noticed, convened, held and conducted for purposes of considering and voting upon the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions approval of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in and the solicitation of proxies from shareholders relating to transactions contemplated hereby (including the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”Merger), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to takeIf required by the applicable NASD Market Place Rules and/or Nasdaq’s corporate governance rules, in accordance with applicable Law and the Company Articles and Subscriber agree that until the Company Bylawseither obtains shareholder approval of the issuance of the Securities, all action necessary or an exemption from NASDAQ's corporate governance rules as they may apply to convene as soon as practicable after the Form S-4 Shares and Warrants, and an opinion of counsel reasonably acceptable to Subscriber that the issuance of the Shares and Warrants will not violate NASDAQ's corporate governance rules nor may result in a delisting of the Company's common stock from the SmallCap (the "Approval"), each Subscriber may not receive any Shares or Warrants. If the Approval is declared effective required by the applicable NASD Market Place Rules, and or Nasdaq’s corporate governance rules, the Company covenants to use its best reasonable efforts to obtain the Approval to allow the issuance of the Shares and Warrants. If the Approval is required by the applicable NASD Market Place Rules and/or the Nasdaq’s corporate governance rules, the Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty (but in no event later than forty-five (4530) days after the Form S-4 Closing Date (“Proxy Filing Date”). If the Approval is declared effective)required by the applicable NASD Market Place Rules and/or the Nasdaq’s corporate governance rules, the Company Special Meeting further covenants to consider and use its best reasonable efforts to obtain the Company Shareholder Approval. Subject to Sections 6.9(bApproval not later than the sooner of ninety (90) and days from the Closing Date (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board RecommendationApproval Date”). Without limiting If the generality of Approval is required by the foregoingapplicable NASD Market Place Rules and/or Nasdaq’s corporate governance rules, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at failure to (i) file the Company Special Meeting whether proxy on or not before the Proxy Filing Date; or (xii) the Company Board shall have effected Company’s failure to convene a Company Adverse Change meeting or shareholders with a quorum present and vote upon the Approval within ninety (90) days, or in the case of Recommendation an SEC review, one hundred and twenty-five (125) days after the Closing Date; or (yiii) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock Company’s failure to obtain the Company Shareholder Approval, Approval on or before the Approval Date (any of the preceding being an “Approval Default”) shall be deemed a rejection (“Rejection”) and the Company shall adjourn immediately notify each Subscriber of such Approval Default; provided, however that any Subscriber may waive such Rejection During the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) business days after the date following its receipt of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies notification from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company such Approval Default has established the record dateoccurred, in respect of the Company Special Meeting (the “Company Record Date”), which case the Company shall not change remain obligated to such Company Record Date or establish a different Company Record Date for Subscriber to use its best reasonable efforts to file the Company Special Meeting without proxy and obtain the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsApproval as set forth above.

Shareholder Approval. The Company agrees agrees: (i) that, prior to takethe consummation of any Business Combination, it will submit such transaction to the Company’s stockholders for their approval (“Initial Transaction Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in accordance with applicable Law and the event that the Company Articles and does not effect a Business Combination within 24 months from the Company Bylaws, all action necessary to convene date of the Final Prospectus (or 30 months from the date of the Final Prospectus if the extended period is approved as soon as practicable after described in the Form S-4 is declared effective General Disclosure Package (but in no event later than forty-five (45) days after the Form S-4 is declared effective“Extended Period”)), the Company Special Meeting to consider and to obtain will be liquidated as described in the General Disclosure Package. At the time the Company Shareholder Approval. Subject to Sections 6.9(b) and (c)seeks approval of the Extended Period or any potential Business Combination, the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders will offer each of the holders of the Company’s Common Stock included in the Units issued in this offering (the “Company Board RecommendationIPO Shares”)) the right to convert such holder’s IPO Shares at a per share price (the “Conversion Price”) calculated as described in the General Disclosure Package. Without limiting If the generality of Company’s stockholders approve the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement Extended Period or a Business Combination and the Merger shall be submitted an amendment to the Company’s shareholders at amended and restated certificate of incorporation effecting the Company Special Meeting whether Extended Period is filed with the Secretary of State of Delaware or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notBusiness Combination is consummated, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledas applicable, the Company has will convert shares, based upon the Conversion Price, of those holders of IPO Shares who (i) affirmatively requested such conversion and (ii) who voted against the Extended Period or a Business Combination, as applicable. If holders of a majority in interest of the IPO Shares voted are not received proxies representing voted in favor of the Extended Period, holders of a sufficient number majority in interest of shares the Company’s outstanding common stock voted are not voted in favor of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or an amendment to the Proxy Statement/ProspectusCompany’s amended and restated certificate of incorporation effecting the Extended Period or holders of 40% or more of the IPO Shares vote against the Extended Period and exercise their conversion rights, or (C) after consultation with Parent, for a single period the Extended Period will not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain be approved and the Company Shareholder Approvalwill not convert such IPO Shares. Parent may require If holders of a majority in interest of the IPO Shares voted are not voted in favor of the Business Combination, holders of a majority in interest of the Company’s outstanding common stock voted are not voted in favor of an amendment to the Company’s amended and restated certificate of incorporation providing for the Company’s perpetual existence or holders of 40% or more of the IPO Shares vote against the Business Combination and exercise their conversion rights, on a cumulative basis with the public stockholders who previously exercised their conversion rights in connection with a proposal to approve the Extended Period, the Business Combination will not be approved and the Company to adjourn, delay or postpone the Company Special Meeting once for a period will not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change convert such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsIPO Shares.

Shareholder Approval. The Company agrees to takeCompany, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to acting through the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change board of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notdirectors, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain reasonably promptly following obtaining the Company Shareholder Approval, shall deliver, in accordance with the CGCL and other applicable law, the Company’s Articles of Incorporation and Bylaws, notice to the Holders that the Required Shareholder Approval has been obtained. In addition, the Company shall adjourn notify all Holders entitled to receive notice under Chapter 13 of the CGCL that dissenters’ rights are available with respect to their applicable shares of Company Special Meeting until Capital Stock. If it is determined at any time after such date as shall be mutually agreed upon notice is delivered that the signed written consents of certain Holders delivered by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days to the Purchaser immediately after the date execution of adjournmentthis Agreement, were not sufficient to obtain the Required Shareholder Approval for any reason whatsoever (an “Approval Deficiency Event”), the Company, acting through the Company’s board of directors, immediately upon learning of an Approval Deficiency Event, shall solicit, in accordance with the CGCL and other applicable law, the Company’s Articles of Incorporation and Bylaws, the approval, pursuant to a written consent, of the principal terms of the Merger from all of the holders of Company stock entitled to vote thereon other than the Holders that have previously signed a written consent with respect to such matter. The materials provided to such shareholders in connection with any approval of the principal terms of the Merger shall be subject to the prior review and approval by the Purchaser and shall include an information statement including information regarding the Company, the terms and conditions of this Agreement, the unanimous recommendation of the Company’s board of directors of directors that such Holders vote their shares in favor of adoption of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in and the solicitation approval of proxies from shareholders relating to the principal terms of the Merger and other transactions contemplated by this Agreement. If an Approval Deficiency Event occurs and the Company fails to obtain and deliver such written consent from at least the holders of Company stock necessary to provide the Required Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed Approval within ten (10) Business DaysDays thereafter, the Company, acting through the Company’s board of directors, shall immediately take all such action as may be necessary in accordance with the CGCL and other applicable law, the Company’s Articles of Incorporation and Bylaws, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for duly convene a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect meeting of the holders of Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date stock for the Company Special Meeting without purpose of obtaining the prior written consent Required Shareholder Approval and shall give the Purchaser notice of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawssuch meeting and any adjournment thereof.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company BylawsCode, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting”), to be held as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning the Company Shareholders’ Meeting if there are insufficient votes to approve this Agreement to allow additional time to attain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), Notwithstanding any Change in the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of this Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees Bank Board has resolved to recommend to the Bank’s shareholders that they ratify and confirm this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, the Bank will take, in accordance with applicable Law law and the Company Bank Articles and the Company Bank Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by a meeting of its shareholders (the “Company Board RecommendationShareholder Meeting”), as promptly as practicable, to consider and vote upon ratification and confirmation of this Agreement as well as any other such matters. Without limiting The Bank Board will use all reasonable best efforts to obtain from its shareholders a vote ratifying and confirming this Agreement. However, if the generality Bank Board, after consultation with (and based on the advice of) outside counsel, determines in good faith that, because of the foregoingreceipt by the Bank of an Acquisition Proposal that the Bank Board concludes in good faith constitutes a Superior Proposal, unless it would result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement has terminated in accordance with its termsto the Bank’s shareholders, the Bank Board may submit this Agreement and to its shareholders without recommendation (although the Merger shall resolutions approving this Agreement as of the date hereof may not be submitted rescinded or amended), in which event the Bank Board may communicate the basis for its lack of a recommendation to the Company’s shareholders at in the Company Special Meeting whether Proxy Statement or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation an appropriate amendment or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted supplement thereto to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meetingextent required by law; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has Bank may not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting take any actions under this sentence until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than after giving Purchaser at least five (5) business days nor more than ten to respond to any such Acquisition Proposal (10and after giving Purchaser notice of the latest material terms, conditions and identity of the third party in any such Acquisition Proposal) days after the date of adjournment, and subject then taking into account any amendment or modification to the terms this Agreement proposed by Purchaser (it being understood and conditions of agreed that any modification to any Acquisition Proposal described in this Section 6.3 shall constitute a new Acquisition Proposal triggering a new five (5) business day response period for Purchaser). Nothing contained in this Agreement shall continue be deemed to use all reasonable best efforts, together with relieve the Bank of its proxy solicitor, obligation to assist in the solicitation of proxies from submit this Agreement to its shareholders relating for a vote. The Bank shall not submit to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation vote of applicable Law for the distribution of its shareholders any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsAcquisition Proposal.

Shareholder Approval. The Company agrees AMNB shall call a meeting of its shareholders (the “AMNB Meeting,”) to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene be held as soon as reasonably practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 Registration Statement is declared effective), for the Company Special Meeting to consider and to obtain purpose of obtaining (a) the Company Shareholder Approval. Subject to Sections 6.9(b) Requisite AMNB Vote and (c)b) if so desired and mutually agreed, a vote upon other matters of the Company Board shall at all times prior to type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and during such Company Special Meeting recommend such approval and AMNB shall use its reasonable best efforts to solicit cause such approval meeting to occur as soon as reasonably practicable after the date of this Agreement. AMNB and its Board of Directors shall use its reasonable best efforts to obtain from the shareholders of AMNB, the Requisite AMNB Vote, including by communicating to the shareholders of AMNB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of AMNB adopt and approve this Agreement and the transactions contemplated hereby (the “Company AMNB Board Recommendation”). Without limiting AMNB and its Board of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Buyer, the generality AMNB Board Recommendation, (ii) fail to make the AMNB Board Recommendation in the Proxy Statement/Prospectus, or otherwise submit this Agreement to its shareholders for adoption and approval without recommendation, (iii) adopt, approve, agree to, accept, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the AMNB Board Recommendation within ten (10) business days (or such fewer number of days as remains prior to the AMNB Meeting, as applicable) after an Acquisition Proposal is made public or any request by Buyer to do so, (v) take any action, or make any public statement, filing or release inconsistent with the AMNB Board Recommendation or (vi) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). Notwithstanding anything in this Agreement to the contrary, if (x) after the date hereof, AMNB receives a Superior Proposal and (y) the Board of Directors of AMNB, after consulting with its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless be reasonably likely to be a violation of its fiduciary duties under applicable law to make or continue to make the AMNB Board Recommendation, AMNB’s Board of Directors may, prior to the receipt of the Requisite AMNB Vote, (A) submit this Agreement to AMNB shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event AMNB’s Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by law, or (B) terminate this Agreement pursuant to Section 8.1(g) and enter into an Acquisition Agreement with respect to a Superior Proposal subject to compliance with Section 8.2(b)(ii); provided, that AMNB’s Board of Directors may not take any actions under this sentence unless it (I) has complied in all material respects with Section 6.11, (II) gives Buyer at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including the latest material terms and conditions and the identity of the third party in any such Superior Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances, including the information under Section 6.11(b)) and (III) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by Xxxxx and, after consulting with its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that such Superior Proposal remains a Superior Proposal and it would nevertheless be reasonably likely to be a violation of its fiduciary duties under applicable law to make or continue to make the AMNB Board Recommendation. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3, except that the notice period shall be three (3) business days rather than the five (5) business day notice period otherwise contemplated by the preceding sentence. AMNB shall adjourn or postpone the AMNB Meeting if, as of the time for which such meeting is originally scheduled there are insufficient shares of AMNB Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the AMNB Meeting shall be convened and this Agreement and the Merger shall be submitted to the Company’s shareholders of AMNB at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notAMNB Meeting, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as and nothing contained herein shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date deemed to relieve AMNB of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsobligation.

Shareholder Approval. Prior to the execution of this Agreement, the Shareholder approved and adopted this Agreement for purposes of obtaining the required shareholder approval under the rules and regulations of the NYSE, including Section 312 of the NYSE Listed Company Manual (Shareholder Approval Policy), in order to permit the exercise of the Shareholder’s preemptive rights under Section 4.1(a) in respect of any Subject Issuance (the “Contractual Preemptive Rights”). Prior to the five (5)-year anniversary of the date of such approval and adoption of this Agreement (such date, the “NYSE Approval Expiration”) (or if the NYSE notifies the Company that such approval or adoption of this Agreement is or will no longer be valid in order to permit, without further approval of the shareholders of the Company, the exercise of the Contractual Preemptive Rights under this Agreement (including in any circumstance requiring shareholder approval of an issuance of common stock, or of securities convertible into or exercisable for common stock, to a “Related Party” as defined in Section 312.03 of the NYSE Listed Company Manual), promptly following such notification (and in any event, no later than the next regularly scheduled annual meeting of the Company)), the Company shall convene a meeting to consider and vote upon a special resolution approving and adopting this Agreement for all purposes under the rules and regulations of the NYSE, including Section 312 of the NYSE Listed Company Manual (Shareholder Approval Policy), or otherwise, so as to permit the exercise of the Contractual Preemptive Rights (each, a “NYSE Approval Resolution”) until the date that is the five (5)-year anniversary of the approval or adoption of such NYSE Approval Resolution. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit cause the adoption or passage of each NYSE Approval Resolution. If at any such approval by its shareholders (meeting the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement NYSE Approval Resolution is not adopted or passed and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notNYSE Approval Expiration occurs, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approvalevery year after such expiration, the Company shall adjourn convene a meeting of the shareholders of the Company Special Meeting until such date as shall be mutually agreed upon by to vote to adopt or pass a NYSE Approval Resolution and the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after take all action within its powers to cause the date adoption or passage of adjournmentsuch NYSE Approval Resolution, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parentthe Shareholder shall, if until such NYSE Approval Resolution is adopted or passed, have the failure to adjourn or postpone the Company Special Meeting would reasonably be expected option, to be indicated in a violation of applicable Law for the distribution of any required supplement or amendment notice delivered to the Proxy Statement/ProspectusCompany, or (C) after consultation in connection with Parent, for a single period not to exceed ten (10) Business Daysany Subject Issuance and, to solicit additional proxies if necessary the extent such shares are not purchased by the Shareholder from the Company, to obtain make open market or privately negotiated purchases of Voting Securities, provided, that following such open market or privately negotiated purchases, the Company Shareholder Approval. Parent may require Shareholder’s Voting Power shall not exceed the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but Shareholder’s Voting Power immediately prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsSubject Issuance.

Shareholder Approval. The (a) Following the execution of this Agreement, Company agrees to shall take, in accordance with applicable Law and the Company Articles Certificate of Incorporation and the Company BylawsBylaws of Company, all action necessary to convene a special meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but and in no any event later than forty-five within sixty (4560) days after following the Form S-4 is declared time when the Registration Statement becomes effective), subject to extension with the Company Special Meeting consent of Buyer) to consider and to obtain vote upon the Company Shareholder Approval. Subject to Sections 6.9(bapproval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (cincluding any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.09 and the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall last sentence of this Section 5.04(a), use its commercially reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its commercially reasonable efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Certificate of Incorporation and Bylaws of Company, Regulation 14A under the Exchange Act and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders (at the “Company Meeting other than a proposal relating to an advisory vote on executive compensation as may be required under Rule 14a-21(c) under the Exchange Act. If the Company Board Recommendation”). Without limiting changes the generality of the foregoing, unless this Agreement has terminated Company Recommendation in accordance with Section 5.09, Company shall not be required to use its terms, commercially reasonable efforts to solicit shareholders to approve this Agreement and the Merger transactions contemplated hereby (including the Merger) or to use its commercially reasonable efforts to obtain the Requisite Shareholder Approval to consummate the Merger; provided that, for the avoidance of doubt, nothing in this sentence shall be submitted to the limit Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted obligation to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided ensure that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledcalled, noticed, convened, held and conducted for purposes of considering and voting upon the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions approval of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in and the solicitation of proxies from shareholders relating to transactions contemplated hereby (including the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”Merger), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees to take, shall file with the SEC and provide each shareholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company informing such shareholders of the actions taken in accordance with applicable Law the Resolutions and of the Shareholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company Articles and shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company Bylaws(the “Shareholder Meeting”), all action necessary which shall be called at or prior to convene as soon as practicable after the Form S-4 is declared effective (Company’s next annual meeting of shareholders, but in no event later than fortythe date that is seventy-five (4575) days after the Form S-4 is declared effectiveClosing Date (the “Shareholder Meeting Deadline”), a proxy statement, in a form reasonably acceptable to the Buyers after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, not to exceed $15,000, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) providing for (i) a reverse stock split of the Common Stock to cause the Company Special Meeting to consider become compliant again with the maintenance and listing requirements of the Principal Market (the “Reverse Stock Split”, the Resolution set forth in this clause (i) is referred to obtain herein as the Company Shareholder Approval. Subject to Sections 6.9(b“Reverse Stock Split Resolution” and the date the reverse Stock Split has been obtained, the “Reverse Stock Split Date”) and (cii) the amendment of the Company’s Articles of Incorporation to increase the number of shares of the Company’s authorized Common Stock by no less than the amount required to reserve the Required Reserve Amount pursuant to Section 4(k) hereof (the “Required Increase”) (the Resolution set forth in this clause (ii) is referred to herein as the “Authorized Shares Increase Resolution” and the date the Authorized Shares Increase Resolution has been obtained is referred to herein as the “Authorized Shares Increase Resolution Date”), in each case, in accordance with applicable law, the provisions of the Articles of Incorporation and the rules and regulations of the Principal Market (such affirmative approvals being referred to herein collectively as the “Shareholder Approval” and the date such approvals have been obtained, the “Shareholder Approval Date”), and the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit its shareholders’ approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the shareholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts, the Shareholder Approval is not obtained at the Shareholder Meeting, the Company shall cause an additional Shareholder Meeting to be held each calendar quarter thereafter until Shareholder Approval is obtained. Each time the Company seeks the approval by of its shareholders (for the “Company Shareholder Approval, the Company’s Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger Directors shall be submitted recommend to the Company’s shareholders that the shareholders vote in favor of the Shareholder Approval at the Company Special Shareholders Meeting whether or not (x) and take all reasonable action to solicit the approval of the shareholders for the Shareholder Approval. Each time the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to seeks the Company or any approval of its advisors. The Company shall not, without shareholders for the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company Company’s Board of Directors shall adjourn recommend to the Company Special Company’s shareholders that the shareholders vote in favor of the Shareholder Approval at the Shareholders Meeting until such date as shall be mutually agreed upon by and take all reasonable action to solicit the Company and Parent, which date shall not be less approval of the shareholders for the Shareholder Approval. No later than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to following the End Authorized Shares Increase Resolution Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change file with the Secretary of State of Colorado a certificate of amendment to the Company’s Articles of Incorporation to effect the Authorized Shares Increase Resolution such Company Record Date or establish a different Company Record Date for that the Company Special Meeting without number of authorized shares of the prior written consent Company’s Common Stock is increased by no less than the Required Increase, which certificate of Parentamendment shall provide that it shall become immediately effective upon filing (the occurrence of such filing and the amendment filing, unless required to do so by applicable Law or the Company Articles or the Company Bylaws“Authorized Shares Increase Amendment”).

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall will use its reasonable best efforts to solicit such cause PNC Funds, Inc. (“PNC”) to obtain the approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement shareholders of the Limited Maturity Bond Fund and the Merger shall be submitted to the Company’s shareholders at Total Return Bond Fund, each a series of PNC Funds, Inc., of a new sub-advisory agreement with the Company Special Meeting whether or not (x) following the acquisition of the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsby Purchaser. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledIn this regard, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date will (a) as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days promptly as reasonably practicable after the date of adjournmentthis Agreement, use reasonable best efforts to cause PNC to prepare and file (after Purchaser has had a reasonable opportunity to review and comment) with the SEC a proxy statement seeking the approval by shareholders of the Limited Maturity Bond Fund and the Total Return Bond Fund, each a series of PNC Funds, Inc., of a new sub-advisory agreement with the Company following the acquisition of the Company by Purchaser, (ii) as promptly as reasonably practicable use reasonable best efforts to cause PNC to prepare and file (after Purchaser has had a reasonable opportunity to review and comment) any amendments or supplements necessary to be filed in response to any SEC comments on the proxy statement. The Company will provide to Purchaser a certified copy of the SEC exemptive order obtained by CNI Charter Funds that permits CNI Charter Funds, subject to certain conditions required by the SEC, to approve for the AHA Full Maturity Fixed Income Fund a new sub-advisory agreement with the Company following the acquisition of the Company by Purchaser without shareholder approval, and subject will use best efforts to provide to Purchaser evidence that CNI Charter Funds has complied with all of the terms and conditions of the exemptive order, including, without limitation, having obtained the necessary approval of the Board of trustees of CNI Charter Funds and having provided the shareholder of the AHA Full Maturity Fixed Income Fund with the requisite information statement. In this Agreement shall continue regard, the Company will as promptly as reasonably practicable after the date of this Agreement, use reasonable efforts to use all cause CNI Charter Funds to prepare and furnish (after Purchaser has had a reasonable best effortsopportunity to review and comment) to shareholders of the AHA Full Maturity Fixed Income Fund an information statement, together with its proxy solicitormeeting the requirements of Regulation 14C, to assist in Schedule 14C and Item 22 of Schedule 14A under the solicitation of proxies from shareholders Exchange Act, relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsnew sub-advisory agreement.

Shareholder Approval. The Company agrees (a) As promptly as reasonably practicable after the execution of this Agreement, Seller shall prepare and, after consultation with and consideration in good faith of any comments on the Proxy Statement proposed by Buyer, file with the Securities and Exchange Commission (the “SEC”) a proxy statement in preliminary form (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) for a special meeting of the Seller Shareholders (including any adjournments and postponements thereof, the “Shareholder Meeting”) to takeobtain the Shareholder Approval. Seller shall use its reasonable efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement and respond, in accordance after consultation with applicable Law and Buyer, promptly to any comments made by the Company Articles and SEC with respect to the Company BylawsProxy Statement, all action necessary (ii) mail or deliver the definitive Proxy Statement to convene Seller’s shareholders as soon promptly as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting earlier to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality occur of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) receiving notification that the Company Board shall have effected a Company Adverse Change of Recommendation SEC is not reviewing the preliminary Proxy Statement or (y) the conclusion of any Company Acquisition Proposal SEC review of the preliminary Proxy Statement and (iii) if necessary, after the definitive Proxy Statement shall have been publicly so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by Seller without affording Buyer a reasonable opportunity for consultation and review, and Seller shall consider in good faith any comments on such materials reasonably proposed by Buyer. Seller will promptly notify Buyer of the receipt of comments from the SEC and of any request from the SEC for amendments or announced or otherwise submitted supplements to the Company Proxy Statement or any for additional information, and will promptly supply Buyer with copies of all written correspondence between Seller or its Representatives, on the one hand, and the SEC or members of its advisorsstaff, on the other hand, with respect to the Proxy Statement or the Transaction. The Company Prior to responding to any comments of the SEC or members of its staff, Seller shall not, without provide Buyer with a reasonable opportunity to consult and review such response and Seller shall consider in good faith any comments on such response reasonably proposed by Buyer. Buyer shall furnish all information concerning itself and its parent company as may be reasonably required to include in the prior written consent of Parent, adjourn or postpone the Company Special MeetingProxy Statement; provided that information about the Company mayBuyer, without its parent company or their Affiliates included in the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as Proxy Statement shall be mutually agreed upon by subject to the Company final review and Parentapproval of the Buyer. In addition, which date shall not be less than five (5) days nor more than prior to or within ten (10) calendar days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist (and thereafter as reasonably determined by Seller in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with ParentBuyer), if Seller shall conduct a “broker search” in accordance with Rule 14a-13 of the failure Exchange Act related to adjourn or postpone the Company Special Meeting would reasonably be expected to be setting a violation of applicable Law record date for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date Meetings that is two twenty (220) Business Days prior to (or such shorter period as may be permitted by Rule 14a-13) after the End Date) to solicit additional proxies necessary to obtain date of such “broker search”. Seller shall include in the Company Shareholder Approval. Once Proxy Statement the Company Seller Board Recommendation unless the Seller Board Recommendation has established the record datebeen withdrawn, modified or amended in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsaccordance with Section 7.5.

Shareholder Approval. The Company agrees to takeIf required by Nasdaq Rule 5635, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit obtain Shareholder Approval as soon as practicable and shall file a preliminary proxy statement seeking Shareholder Approval no later than 30 days following the filing of the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, with the SEC. If the Parent does not obtain the Shareholder Approval at such special meeting, then, each Loan Party will continue to use its reasonable best efforts to obtain the Shareholder Approval at a stockholder meeting (either at a succeeding special meeting or at the Parent’s annual stockholder meeting) following such special meeting until the Shareholder Approval is obtained. “Shareholder Approval” means approval by its shareholders of the holders of a sufficient amount of holders of the Common Stock to satisfy the shareholder approval requirements as provided in Nasdaq Rule 5635 to effectuate the issuance of the Conversion Shares, the Consideration Shares and the Warrant Shares in excess of the maximum amount of shares that can be issued without violating the 20% rule (the “Company Board RecommendationCap”), subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. Without limiting At the generality meeting, the Board of Directors of Parent shall recommend that such proposal be approved, the Parent shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement, and all management-appointed proxyholders shall vote their proxies in favor of such proposal. On the Effective Date, the Parent shall deliver to the Lender a voting agreement from the “Controlling Shareholders” voting in favor of the foregoingissuances of the Consideration Shares, unless this Agreement has terminated in accordance with its terms, this Agreement Conversion Shares and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsWarrant Shares. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledFor purposes hereof, the Company has not received proxies representing a sufficient number of shares of Company Common Stock “Controlling Shareholders” shall mean Jxxxx X. Xxxx and any entities controlled by him, including Gxxx Acquisition Partners IV LLC, Sxxxxxx Xxxx and any entities controlled by him, including NKMAX Co., Ltd. Each Loan Party shall agree to use its reasonable best efforts to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. If the Parent may require does not obtain Shareholder Approval at the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”)first meeting, the Company Parent shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such Shareholder Approval is obtained, Lxxxxx agrees that it cannot change such Company Record Date be issued Conversion Shares or establish a different Company Record Date for Warrant Shares in an amount greater than the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsCap.

Shareholder Approval. The Company agrees to takeIf required by the applicable NASD Market Place Rules and/or Nasdaq’s corporate governance rules, in accordance with applicable Law and the Company Articles and Subscriber agree that until the Company Bylawseither obtains shareholder approval of the issuance of the Securities, all action necessary or an exemption from NASDAQ’s corporate governance rules as they may apply to convene as soon as practicable after the Form S-4 Shares and Warrants, and an opinion of counsel reasonably acceptable to Subscriber that the issuance of the Shares and Warrants will not violate NASDAQ’s corporate governance rules nor may result in a delisting of the Company’s common stock from the SmallCap (the “Approval”), each Subscriber may not receive any Shares or Warrants. If the Approval is declared effective required by the applicable NASD Market Place Rules, and or Nasdaq’s corporate governance rules, the Company covenants to use its best reasonable efforts to obtain the Approval to allow the issuance of the Shares and Warrants. If the Approval is required by the applicable NASD Market Place Rules and/or the Nasdaq’s corporate governance rules, the Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty (but in no event later than forty-five (4530) days after the Form S-4 Closing Date (“Proxy Filing Date”). If the Approval is declared effective)required by the applicable NASD Market Place Rules and/or the Nasdaq’s corporate governance rules, the Company Special Meeting further covenants to consider and use its best reasonable efforts to obtain the Company Shareholder Approval. Subject to Sections 6.9(bApproval not later than the sooner of ninety (90) and days from the Closing Date (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board RecommendationApproval Date”). Without limiting If the generality of Approval is required by the foregoingapplicable NASD Market Place Rules and/or Nasdaq’s corporate governance rules, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at failure to (i) file the Company Special Meeting whether proxy on or not before the Proxy Filing Date; or (xii) the Company Board shall have effected Company’s failure to convene a Company Adverse Change meeting or shareholders with a quorum present and vote upon the Approval within ninety (90) days, or in the case of Recommendation an SEC review, one hundred and twenty-five (125) days after the Closing Date; or (yiii) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock Company’s failure to obtain the Company Shareholder Approval, Approval on or before the Approval Date (any of the preceding being an “Approval Default”) shall be deemed a rejection (“Rejection”) and the Company shall adjourn immediately notify each Subscriber of such Approval Default; provided, however that any Subscriber may waive such Rejection During the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) business days after the date following its receipt of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies notification from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company such Approval Default has established the record dateoccurred, in respect of the Company Special Meeting (the “Company Record Date”), which case the Company shall not change remain obligated to such Company Record Date or establish a different Company Record Date for Subscriber to use its best reasonable efforts to file the Company Special Meeting without proxy and obtain the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsApproval as set forth above.

Shareholder Approval. The Company agrees to (a) Following the execution of this Agreement, IALB shall take, in accordance with applicable Law law and the Company its Articles of Incorporation and the Company Bylaws, all action necessary to convene a meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but and in no any event later than within forty-five (45) days after following the Form S-4 is declared time when the Registration Statement becomes effective), subject to extension with the Company Special Meeting consent of First Merchants, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the adoption of this Agreement and approval of the transactions contemplated hereby (including the Merger) and any other matter required to obtain be approved by the Company shareholders of IALB in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder ApprovalMeeting”). (b) Subject to Sections 6.9(bSection 7.5 hereof, IALB shall cooperate with First Merchants in the preparation of an appropriate proxy statement and other proxy solicitation materials (the “Proxy Statement”) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval obtain the requisite vote of IALB’s shareholders to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its IALB in connection with the Shareholder Meeting are solicited in compliance with the Indiana Business Corporation Law, the Articles of Incorporation and Bylaws of IALB, and all other applicable legal requirements. IALB shall keep First Merchants updated with respect to the proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by First Merchants. (c) Subject to Section 7.5 hereof, IALB’s Board of Directors shall recommend that IALB’s shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, vote to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) and any other matters required to be approved by IALB’s shareholders for consummation of the Merger shall be submitted to and the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorstransactions contemplated hereby. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.7.2

Shareholder Approval. Within two (2) business days following execution of this Agreement, Lincoln shall deliver to each Consenting Shareholder the Merger Consent and use commercially reasonable efforts to obtain a duly executed and dated Merger Consent from all Consenting Shareholders promptly after the execution hereof. The Company agrees parties intend that those consents of Consenting Shareholders be executed and delivered to take, in accordance with applicable Law Lincoln and Phase Forward by Consenting Shareholders within two (2) business days after delivery of such consents to the Consenting Shareholders and that pursuant thereto the Consenting Shareholders irrevocably adopt and approve this Agreement and the Company Articles Merger. Lincoln shall ensure that any shareholder consents delivered by the Consenting Shareholders are obtained in compliance with and are valid and effective under section 7.04 of the Company Bylaws, all action necessary to convene as soon MBCA and Lincoln’s articles of organization and bylaws then in effect. As promptly as practicable after the Form S-4 is declared effective execution and delivery to Lincoln and Phase Forward by the Consenting Shareholders of such consents (but in no event later than forty-five (45) days after the Form S-4 is declared effectiveone business day thereafter), the Company Special Meeting Lincoln shall prepare and mail to consider and to obtain the Company every Lincoln Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality as of the foregoingrecord date (other than the Consenting Shareholders) the notices required by sections 7.04 and Part 13 of the MBCA, unless this Agreement has terminated in accordance with its terms, informing them that this Agreement and the Merger were adopted and approved by the Consenting Shareholders, describing in reasonable detail the Merger and the Merger Consents, informing them that appraisal rights are available for their Lincoln Common Stock pursuant to Part 13 of the MBCA and providing them such additional information as may be necessary for them to make an informed decision whether to exercise appraisal rights under Part 13 of the MBCA. Lincoln shall be submitted afford Phase Forward and its counsel a reasonable opportunity to review and comment upon such notices or other materials prior to such materials being delivered to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Lincoln Shareholders. Lincoln shall, through its Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted Directors, recommend to the Company or any Lincoln Shareholders the approval and adoption of its advisorsthis Agreement. The Company shall not, without Except in connection with the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions termination of this Agreement pursuant to Section 12.1, neither the Board of Directors of Lincoln nor any committee or subcommittee thereof shall continue withdraw, qualify or modify, in a manner adverse to use all reasonable best effortsPhase Forward, together with its proxy solicitor, to assist in the solicitation approval of proxies from shareholders relating such Board of Directors or such committee or subcommittee of this Agreement or the Merger or the recommendation of such Board of Directors to the Company Shareholder Approval, (B) after consultation with Parent, if Lincoln Shareholders that they approve and adopt this Agreement and the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger.

Shareholder Approval. The Company agrees to Following the execution of this Agreement, LBI shall take, in accordance with applicable Law law and the Company its Articles of Incorporation and the Company Bylaws, all action necessary to convene a meeting of its shareholders as soon promptly as practicable after the Form S-4 is declared effective (but and in no any event later than within forty-five (45) days after following the Form S-4 is declared time when the Registration Statement becomes effective), subject to extension with the Company Special Meeting consent of F&M, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the adoption of this Agreement and approval of the transactions contemplated hereby (including the Merger) and any other matter required to obtain be approved by the Company shareholders of LBI in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder ApprovalMeeting”). Subject to Sections 6.9(bSection 7.5 hereof, LBI shall cooperate with F&M in the preparation of an appropriate proxy statement and other proxy solicitation materials (the “Proxy Statement”) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval obtain the requisite vote of LBI’s shareholders to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its LBI in connection with the Shareholder Meeting are solicited in compliance with the Indiana Business Corporation Law, the Articles of Incorporation and Bylaws of LBI, and all other applicable legal requirements. LBI shall keep F&M updated with respect to the proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by F&M. Subject to Section 7.5 hereof, LBI’s Board of Directors shall recommend that LBI’s shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, vote to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) and any other matters required to be approved by LBI’s shareholders for consummation of the Merger and the transactions contemplated hereby. Subject to Section 7.5 hereof, LBI and the Trustee of the ESOP shall be submitted provide each participant or beneficiary in the ESOP with the opportunity to provide the Trustee of the ESOP with written directions as to the Company’s shareholders manner in which the shares of LBI Common Stock allocated to the account of such participant or beneficiary under the ESOP should be voted by the Trustee at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notShareholder Meeting, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon required by the Company terms of the ESOP and Parent, which date Section 409(e) of the Internal Revenue Code. LBI and the Trustee of the ESOP shall not be less than five (5) days nor more than ten (10) days after distribute a copy of the date of adjournment, and subject Proxy Statement to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist each participant in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, ESOP in respect advance of the Company Special Shareholders Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so and otherwise comply with all requirements imposed by applicable Law DOL or the Company Articles or the Company BylawsIRS guidance regarding pass-through voting for ESOPs.

Shareholder Approval. The Company agrees Notwithstanding anything to takethe contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, in accordance with the parties hereto acknowledge and agree that the obligation of Diversus hereunder to consummate the transactions contemplated by this Agreement, the Standby Agreement or any other agreement contemplated by this Agreement or the Standby Agreement (such agreements, the “Transaction Agreements” and such transactions, the “Transactions”) shall be conditioned upon the receipt of the Shareholder Approval (as defined below). Diversus covenants to submit the applicable Law Transaction Agreements and the Company Articles and the Company Bylaws, all action necessary Transactions to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than within ten (10) days after of receipt of a copy of the date “Litigation Termination” (defined below). If Diversus does not receive the Shareholder Approval prior to (i) if such matters are submitted to a vote of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be at a violation of applicable Law meeting thereof called for the distribution purpose of any required supplement or amendment to seeking a vote on such matters, the Proxy Statement/Prospectusfinal adjournment of such meeting, or (Cii) after consultation if such matters are submitted to the shareholders for action by written consent in lieu of a meeting, the earlier of (x) the date, if any, on which Diversus receives written instruments dissenting from such matters such that the Shareholder Approval shall be incapable of being obtained or (y) the close of business on the 30th calendar day following the date on which Diversus first mails any consent solicitation statement or other similar document seeking shareholder action by written consent in lieu of a meeting. Notwithstanding anything to the contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, the parties hereto acknowledge and agree that, solely in the case that Shareholder Approval is not obtained for the transactions contemplated herein and in the Standby Agreement 2 Execution Copy in accordance with Parentthe foregoing, for a single period not Diversus shall have the right to exceed ten terminate this Agreement without further liability, obligation, cost or penalty and all of the rights of the parties hereto under this Agreement and the Standby Agreement shall thereupon terminate (10other than the right of the Standby Purchaser to receive payment of the No-Vote Termination Fee pursuant to and in accordance with Section 13(e) Business Daysof the Standby Agreement. For purposes of this Agreement, to solicit additional proxies if necessary to obtain the Company term “Shareholder Approval. Parent may require the Company to adjourn” shall mean, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior with respect to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect approval of the Company Special Meeting (the “Company Record Date”)applicable Transaction Agreements and Transactions, the Company shall not change such Company Record Date affirmative vote or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parentthe holders of (i) a majority in voting power of the outstanding shares of capital stock of Diversus entitled to vote thereon and (ii) a majority of the outstanding shares of Series A Preferred Stock, unless required par value $0.0001 per share, entitled to do so by applicable Law or vote thereon. For purposes of this Agreement, the Company Articles or term “Litigation Termination” shall mean the Company Bylawsvoluntary dismissal without prejudice of the litigation styled as Enstar Holdings (US) LLC, a Delaware limited liability company, individually, and derivatively on behalf of Nominal Defendant Diversus, Inc., as Plaintiff, v. Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxx, ICG and Professional Casualty Holdings, Inc., as Defendants, and Diversus Inc., as Nominal Defendant, in the Court of Chancery of the State of Delaware, C.A. No. 2018-0211-JRS, which dismissal shall be with prejudice as of the Closing. Section 4.

Shareholder Approval. The Company agrees shall provide each shareholder entitled to takevote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which shall be promptly called and held not later than March 30, 2020 (the “Shareholder Meeting Deadline”), a proxy statement, in accordance a form reasonably acceptable to the Buyers and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company, with applicable Law the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for (x) the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise, as applicable, with respect thereto) (the “Transaction Shareholder Approval”, and the date such Transaction Shareholder Approval is obtained, the “Transaction Shareholder Approval Date”) and (y) either (A) the increase of the authorized shares of Common Stock of the Company and/or (B) a reverse stock split of the Common Stock such that, in either case, by no later than the second (2nd) Trading Day following such Share Increase Shareholder Approval Date (as defined below) no Authorized Share Failure shall exist hereunder (the “Share Increase Shareholder Approval”, and the date such Share Increase Shareholder Approval is obtained, the “Share Increase Shareholder Approval Date”), and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit its shareholders’ approval of such approval by its shareholders (resolutions and to cause the “Company Board Recommendation”). Without limiting the generality of Directors of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted Company to recommend to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsthat they approve such resolutions. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock be obligated to seek to obtain the Company Transaction Shareholder Approval and the Share Increase Shareholder Approval (collectively, the “Shareholder Approval”, and the date such Shareholder Approval is obtained, the “Shareholder Approval Date”) by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, the Company shall adjourn cause an additional Shareholder Meeting to be held on or prior to June 30, 2020. If, despite the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all Company’s reasonable best efforts, together with its proxy solicitor, to assist in efforts the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) Approval is not obtained after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”)such subsequent shareholder meetings, the Company shall not change cause an additional Shareholder Meeting to be held semi-annually thereafter until such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsShareholder Approval is obtained.

Shareholder Approval. The Company agrees Board will submit to its shareholders the principal terms of this Agreement and any other matters required to be approved or adopted by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, the Company will take, in accordance with the CCC, other applicable Law law, applicable NASDAQ National Market System rules, the rules of any other relevant exchange and the Company Articles and the Company Bylawsits Constituent Documents, all action necessary to convene as soon as practicable after a meeting of its shareholders (including any adjournment or postponement, the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective”Company Meeting”), the Company Special Meeting as promptly as practicable, to consider and vote upon approval of the principal terms of this Agreement as well as any other such related matters. The Company Board will use all reasonable best efforts to obtain from its shareholders a vote approving the principal terms of this Agreement, including providing an unqualified recommendation that its shareholders vote in favor of the Merger. The Company Board will not impose a requirement that the holders of more than a majority of the outstanding shares of the Company Shareholder ApprovalCommon Stock entitled to vote on the Merger and the principal terms of the Agreement approve the Merger and the principal terms of the Agreement. Subject If the Company Board, after consultation with (and based on the advice of) outside counsel, determines in good faith that, because of the receipt by the Company of an Acquisition Proposal that the Company Board concludes in good faith constitutes a Superior Proposal, it would more likely than not result in a violation of its fiduciary duties under applicable law to Sections 6.9(b) and (c)continue to recommend the approval of the principal terms of this Agreement, then, in submitting the principal terms of this Agreement to the Company Meeting, the Company Board shall at all times prior may submit principal terms of this Agreement to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders without recommendation (although the “Company Board Recommendation”). Without limiting the generality resolutions adopting this Agreement as of the foregoingdate hereof may not be rescinded or amended), unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) which event the Company Board shall have effected may communicate the basis for its lack of a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted recommendation to the Company shareholders in the Proxy Statement or any of its advisors. The Company shall not, without an appropriate amendment or supplement thereto to the prior written consent of Parent, adjourn or postpone the Company Special Meetingextent required by law; provided that the Company mayBoard may not take any actions under this sentence until after giving Acquiror at least five business days to respond to such Acquisition Proposal (and after giving Acquiror notice of the latest material terms, without conditions and identity of the prior written consent of Parent, adjourn third party in the Acquisition Proposal) and then taking into account any amendment or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock modification to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so proposed by applicable Law or the Company Articles or the Company BylawsAcquiror.

Shareholder Approval. The Company (a) CNB agrees to take, in accordance with applicable Law law and the Company CNB Articles and the Company CNB Bylaws, all action necessary to convene as soon as reasonably practicable after a special meeting of its shareholders to consider and vote upon the Form S-4 approval of this Agreement, the Merger and any other matters required to be approved by CNB’s shareholders for consummation of the Transaction (including any adjournment, the “CNB Meeting”). Once the CNB Meeting has been called and noticed, CNB shall not postpone or adjourn the CNB Meeting without the consent of OPOF, provided that if CNB is declared effective acting in good faith and in compliance with its obligations under this Section 6.02(a), CNB may postpone or adjourn the CNB Meeting: (but i) with the consent of OPOF; (ii) for the absence of a quorum; (iii) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus (as defined herein) is provided to the shareholders of CNB within a reasonable period of time in advance of the CNB Meeting; (iv) to allow reasonable additional time to solicit additional proxies as necessary to obtain the approval of this Agreement; or (v) if required by applicable law. Except with the prior written consent of OPOF, no event later than forty-five (45) days after other matters shall be submitted for the Form S-4 is declared effectiveapproval of the CNB shareholders at the CNB Meeting. Subject to Section 6.02(b), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company CNB Board shall at all times prior to and during such Company Special Meeting meeting recommend such approval and shall take all reasonable lawful action and use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the CompanyCNB’s shareholders at the Company Special Meeting whether or and shall not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on fail to call, give notice of, convene or hold the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder ApprovalCNB Meeting, (B) after consultation with Parentwithdraw, if the failure modify or qualify in any manner adverse to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, OPOF such recommendation or (C) after consultation take such other action or make any other public statement in connection with Parentthe CNB Meeting inconsistent with such recommendation (collectively, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, “Change in respect of the Company Special Meeting (the “Company Record DateRecommendation”), except as and to the Company extent permitted by Section 6.02(b). In addition to the foregoing, CNB shall not change such Company Record Date or establish submit to the vote of its shareholders any Acquisition Proposal with respect to a different Company Record Date for transaction other than the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsMerger while this Agreement is in effect.

Shareholder Approval. The Company (a) HEOP agrees to take, in accordance with applicable Law law and the Company HEOP Articles and the Company HEOP Bylaws, all action necessary to convene as soon as reasonably practicable after the Form S-4 is declared effective Registration Statement becomes effective, a special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by HEOP’s shareholders for consummation of the Transaction (but in including any adjournment or postponement, the “HEOP Meeting”). Except with the prior approval of PPBI, no event later than forty-five (45) days after other matters shall be submitted for the Form S-4 is declared effectiveapproval of the HEOP shareholders at the HEOP Meeting. Subject to Section 6.02(b), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company HEOP Board shall at all times prior to and during such Company Special HEOP Meeting recommend such approval and shall use its take all reasonable best efforts lawful action to solicit such approval by its shareholders and shall not (x) withdraw, modify or qualify in any manner adverse to PPBI such recommendation or (y) take any other action or make any other public statement in connection with the HEOP Meeting inconsistent with such recommendation (collectively, a “Company Board Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Without limiting the generality of the foregoing, unless this Agreement has terminated Notwithstanding any Change in accordance with its termsRecommendation, this Agreement and the Merger shall be submitted to the Companyshareholders of HEOP at the HEOP Meeting for the purpose of approving the Agreement and any other matters required to be approved by HEOP’s shareholders at for consummation of the Company Special Meeting whether or Transaction. In addition to the foregoing, HEOP shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (xb) Notwithstanding the foregoing, HEOP and the HEOP Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) HEOP shall have complied in all material respects with Section 6.07; (ii) the Company Board HEOP Board, after consulting with its outside counsel and financial advisor, shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided determined in good faith that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by would result in a breach of its fiduciary duties under applicable Law or the Company Articles or the Company Bylaws.law; and

Shareholder Approval. The Company agrees (i) As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Acquiror shall (a) duly give notice of and (b) use reasonable best efforts to takeduly convene and hold a meeting of its shareholders (the “Acquiror Shareholders Meeting”) in accordance with the Acquiror Organizational Documents, for the purposes of obtaining the Acquiror Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect a Acquiror Shareholder Redemption. Acquiror shall, through the unanimous approval of the Acquiror Board, recommend to its shareholders (the “Acquiror Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger) (the “Business Combination Proposal”); (ii) the adoption and the approval of the Domestication in accordance with applicable Law (the “Domestication Proposal”); (iii) the adoption and approval of the issuance of the Acquiror Common Stock (after giving effect, for the avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the Acquiror Common Stock to be issued pursuant to the Merger) in connection with the transactions contemplated by this Agreement as required by NYSE (or, if applicable in accordance with Section 7.07(b), Nasdaq) listing requirements (the “Exchange Proposal”); (iv) the adoption and approval of the Acquiror Charter (the “Required Governing Document Proposal”); (v) the adoption and approval of certain differences between the Acquiror Governing Documents prior to the Domestication and the proposed Acquiror Charter and the proposed Acquiror Bylaws; (vi) the adoption and approval of the Acquiror Incentive Equity Plan (the “Incentive Equity Plan Proposal”); (vii) the adoption and approval of each other proposal that either the SEC or NYSE (or, if applicable in accordance with Section 7.07(b), Nasdaq) (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (viii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company Articles as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Transaction Agreements; and (ix) the Company Bylawsadoption and approval of a proposal for the adjournment of the Acquiror Shareholders Meeting in accordance with the Acquiror Organizational Documents, all action necessary for reasons including but not limited to, if necessary, to convene permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “Adjournment Proposal”), (such proposals in (i) through (ix) together, the “Transaction Proposals”). The Acquiror Board may postpone the Acquiror Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Transaction Proposals. The Acquiror may adjourn or postpone, as soon applicable and in accordance with the Acquiror Organizational Documents, the Acquiror Shareholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Acquiror has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Acquiror Holders prior to the Acquiror Shareholders Meeting or (D) if the Public Shareholders have elected to redeem a number of Acquiror Shares as practicable after of such time that would reasonably be expected to result in the Form S-4 is declared effective (but condition set forth in Section 9.01(h) not being satisfied; provided that, without the consent of the Company, in no event shall Acquiror adjourn or postpone the Acquiror Shareholders Meeting for more than fifteen (15) Business Days later than forty-five the most recently adjourned or postponed (45as applicable) days meeting or to a date that is beyond the Termination Date. The Acquiror Board Recommendation contemplated by this paragraph shall be included in the Registration Statement / Proxy Statement; provided, that, notwithstanding the foregoing, at any time prior to obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law and following such Change in Recommendation the Form S-4 obligation to solicit proxies in favor of the Transaction Proposals shall terminate; provided further, that (subject to Section 8.02(b)(ii)) the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation unless (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, and (B) at or after 5:00 p.m., Eastern Time, on the fourth (4th) day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is declared effectiveprovided until 5:00 p.m. Eastern Time on the fourth (4th) day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional three (3) day (instead of four day) period from the date of such notice), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c“Acquiror Intervening Event Notice Period”), the Company Acquiror Board shall at all times prior reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law. If requested by the Company, Acquiror will and during such Company Special Meeting recommend such approval and shall will use its reasonable best efforts to solicit such approval by cause its shareholders (Representatives to, during the “Company Board Recommendation”). Without limiting the generality of the foregoingAcquiror Intervening Event Notice Period, unless this Agreement has terminated engage in accordance good faith negotiations with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Change in Recommendation. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 or elsewhere in this Agreement (other than as otherwise set forth in this Section 8.02(b)(i)). Acquiror agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders Meeting for the purpose of voting on the Transaction Proposals shall continue not be affected by any Change in Recommendation, and Acquiror agrees to use establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders Meeting and submit for the approval of its shareholders the matters contemplated by the Registration Statement / Proxy Statement, regardless of whether or not there shall be any Change in Recommendation. Acquiror shall keep the Company reasonably informed regarding all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders matters relating to the Company Shareholder ApprovalTransaction Proposals and the Acquiror Shareholders Meeting, (B) after consultation with Parent, if the failure to adjourn including by promptly furnishing any voting or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, proxy solicitation reports received by Acquiror in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsmatters and similar updates regarding any redemptions.

Shareholder Approval. The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as As soon as reasonably practicable after following the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)execution and delivery of this Agreement, the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality give written notice of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger proposed Asset Acquisition to all Company shareholders and shall be submitted use commercially reasonable efforts to take all other action necessary in accordance with Israel Law and its Memorandum of Association and Articles of Association to convene a meeting of the Company’s 's shareholders at or to secure the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any written consent of its advisorsshareholders. The Company shall not, submit this Agreement and the proposed Asset Acquisition to its shareholders for adoption whether or not the Company's board of directors determines at any time subsequent to declaring its advisability that this Agreement and the proposed Asset Acquisition are no longer advisable and recommends that its shareholders reject them. The Company shall consult with Broadcom regarding the date of the Company Shareholder Action and shall not postpone or adjourn (other than for the absence of a quorum) any meeting of the shareholders of the Company without the prior consent of Broadcom, which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to solicit and obtain from shareholders of the Company proxies or written consents in favor of this Agreement and the proposed Asset Acquisition and shall take all other action necessary or advisable to secure the vote or written consent of Parent, adjourn or postpone shareholders required to approve this Agreement and to effect the Asset Acquisition. The materials submitted to the shareholders of the Company Special Meeting; provided in respect of the Asset Acquisition shall have been subject to prior review and comment by Broadcom and shall include (a) information regarding the Company, the terms of this Agreement and the proposed Asset Acquisition, (b) the unanimous recommendation of the board of directors of the Company that the Company mayCompany's shareholders approve this Agreement and the proposed Asset Acquisition and the transactions contemplated hereby and approve and execute such other documents as may be required to satisfy the applicable requirements of the Securities Act in connection with the issuance and sale of Broadcom Common Stock in the Asset Acquisition, without (c) the prior written consent conclusion of Parent, adjourn or postpone the board of directors of the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to that the terms and conditions of this Agreement shall continue to use all and the proposed Asset Acquisition are advisable, fair and reasonable best effortsto, together with its proxy solicitor, to assist and in the solicitation of proxies from best interests of, the Company's shareholders relating and (d) such other documents as may be required to satisfy the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect requirements of the Company Special Meeting (Securities Act in connection with the “Company Record Date”), issuance and sale of Broadcom Common Stock in the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsAsset Acquisition.

Shareholder Approval. The Company (a) Sound Bank agrees to take, in accordance with applicable Law Law, the Articles of Incorporation and the Company Articles and the Company BylawsBylaws of Sound Bank, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to obtain be approved by Sound Bank’s shareholders in order to permit consummation of the Company Shareholder Approval. Subject to Sections 6.9(btransactions contemplated hereby (including any adjournment or postponement, the “Sound Bank Meeting”) and shall take all lawful action to solicit such approval by such shareholders. Sound Bank agrees to use commercially reasonable efforts to convene the Sound Bank Meeting by the later of: (c)i) 90 days following the date of this Agreement or (ii) 60 days following the date of the Fairness Order issued by the Securities Administrator. Except with the prior approval of West Town, no matters other than the approval of this Agreement and the transactions contemplated thereby and a proposal to authorize adjournment of the Sound Bank Meeting, if necessary or appropriate, shall be submitted for the approval of Sound Bank shareholders at the Sound Bank Meeting. Except to the extent otherwise provided in this Section 5.04 or in Section 5.09, the Company Board board of directors of Sound Bank, as a group, shall at all times prior to and during such Company Special the Sound Bank Meeting recommend such approval of this Agreement by the shareholders of Sound Bank and shall use its reasonable best efforts to solicit not withhold, withdraw, amend, modify, change or qualify such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated recommendation in accordance with its terms, this Agreement and the Merger shall be submitted a manner adverse in any respect to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change interests of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company West Town or any of its advisorsSubsidiary or take any other action or make any other public statement inconsistent with such recommendation. The Company shall notIn the event that there is present at such meeting, without in person or by proxy, sufficient favorable voting power to secure the prior written consent of ParentRequisite Sound Bank Shareholder Approval, Sound Bank will not adjourn or postpone the Company Special Meeting; provided Sound Bank Meeting unless Sound Bank is advised by counsel that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so would result in a breach of the fiduciary duties of Sound Bank’s board of directors. Sound Bank shall keep West Town updated with respect to the proxy solicitation results in connection with the Sound Bank Meeting as reasonably requested by applicable Law or the Company Articles or the Company BylawsWest Town.

Shareholder Approval. The principal terms of this Agreement, shall have been approved and adopted by the requisite vote or written consent of the Shareholders and any ten-day period between the date of any such written consent of the Shareholders that may be required by Section 603(b) of the California Law shall have terminated. Issuance of Parent Common Stock. Prior to the issuance of the Parent Common Stock in the Merger each Merger Shareholder and each Bridge Note holder shall have executed and delivered to Parent an Investment Representation Certificate, the Rule 506 Documents shall have been mailed to the Shareholders of the Company agrees to take, in accordance with applicable Law Section 5.1, and Parent shall reasonably be satisfied that there are no more than a total of 35 Merger Shareholders, Bridge Note holders and beneficiaries of the Management Plan who are not "accredited investors," and that each Merger Shareholder, Bridge Note holder and beneficiary of the Management Plan or who is not an "accredited investor" shall, either alone or through appropriate representation by a "purchaser representative" (as such terms used in the Securities Act and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effectiverules promulgated thereunder), the Company Special Meeting to consider have such knowledge and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) experience in financial and (c)business matters that such Merger Shareholder, the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality Bridge Note holder or beneficiary of the foregoing, unless this Agreement has terminated Management Plan is capable of evaluating the merits and risks of the prospective investment in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special MeetingParent Common Stock; provided that the Company mayexecution and delivery of the Investment Representation Certificate, without the prior written consent of Parentwith reasonably acceptable answers thereon, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by deemed to satisfy this condition; but provided further, that notwithstanding the Company and Parentabove, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation event Parent has a reasonable belief that any relevant representation is materially untrue or contains a material misstatement of proxies from shareholders relating to the Company Shareholder Approvalfact, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourndemand additional reasonable evidence from such Merger Shareholder, delay Bridge Note holder or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect beneficiary of the Company Special Meeting (the “Company Record Date”)Management Plan as to such Merger Shareholder's, the Company shall not change such Company Record Date Bridge Note holder's or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsManagement Plan beneficiary's investor status.

Shareholder Approval. The Company agrees AMNB shall call a meeting of its shareholders (the “AMNB Meeting,”) to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene be held as soon as reasonably practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 Registration Statement is declared effective), for the Company Special Meeting to consider and to obtain purpose of obtaining (a) the Company Shareholder Approval. Subject to Sections 6.9(b) Requisite AMNB Vote and (c)b) if so desired and mutually agreed, a vote upon other matters of the Company Board shall at all times prior to type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and during such Company Special Meeting recommend such approval and AMNB shall use its reasonable best efforts to solicit cause such approval meeting to occur as soon as reasonably practicable after the date of this Agreement. AMNB and its Board of Directors shall use its reasonable best efforts to obtain from the shareholders of AMNB, the Requisite AMNB Vote, including by communicating to the shareholders of AMNB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of AMNB adopt and approve this Agreement and the transactions contemplated hereby (the “Company AMNB Board Recommendation”). Without limiting AMNB and its Board of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Buyer, the generality AMNB Board Recommendation, (ii) fail to make the AMNB Board Recommendation in the Proxy Statement/Prospectus, or otherwise submit this Agreement to its shareholders for adoption and approval without recommendation, (iii) adopt, approve, agree to, accept, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the AMNB Board Recommendation within ten (10) business days (or such fewer number of days as remains prior to the AMNB Meeting, as applicable) after an Acquisition Proposal is made public or any request by Buyer to do so, (v) take any action, or make any public statement, filing or release inconsistent with the AMNB Board Recommendation or (vi) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). Notwithstanding anything in this Agreement to the contrary, if (x) after the date hereof, AMNB receives a Superior Proposal and (y) the Board of Directors of AMNB, after consulting with its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless be reasonably likely to be a violation of its fiduciary duties under applicable law to make or continue to make the AMNB Board Recommendation, AMNB’s Board of Directors may, prior to the receipt of the Requisite AMNB Vote, (A) submit this Agreement to AMNB shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event AMNB’s Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by law, or (B) terminate this Agreement pursuant to Section 8.1(g) and enter into an Acquisition Agreement with respect to a Superior Proposal subject to compliance with Section 8.2(b)(ii); provided, that AMNB’s Board of Directors may not take any actions under this sentence unless it (I) has complied in all material respects with Section 6.11, (II) gives Buyer at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including the latest material terms and conditions and the identity of the third party in any such Superior Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances, including the information under Section 6.11(b)) and (III) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by Bxxxx and, after consulting with its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that such Superior Proposal remains a Superior Proposal and it would nevertheless be reasonably likely to be a violation of its fiduciary duties under applicable law to make or continue to make the AMNB Board Recommendation. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3, except that the notice period shall be three (3) business days rather than the five (5) business day notice period otherwise contemplated by the preceding sentence. AMNB shall adjourn or postpone the AMNB Meeting if, as of the time for which such meeting is originally scheduled there are insufficient shares of AMNB Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the AMNB Meeting shall be convened and this Agreement and the Merger shall be submitted to the Company’s shareholders of AMNB at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall notAMNB Meeting, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until such date as and nothing contained herein shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date deemed to relieve AMNB of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsobligation.

Shareholder Approval. The Company agrees shall provide each shareholder entitled to takevote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which meeting shall be held no later than the next annual meeting of the shareholders of the Company (which shall be held no later than June 15, 2010 (the “Shareholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel at the expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) permitting adjustments to the Exercise Price (as defined in the Warrants) below the Floor Price (as defined in the Series 1 Warrants) and the issuance of any resulting additional shares of Common Stock issued thereunder in accordance with applicable law and the rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, the Company shall cause an additional Shareholder Meeting to be held each semi-annual period thereafter until such Shareholder Approval is obtained or until such Shareholder Approval is no longer required under the rules and regulations of the Principal Market or is no longer required to eliminate restrictions on adjustments to the Exercise Price below the Floor Price (as defined in the Series 1 Warrants) and the issuance of all resulting additional shares of Common Stock issued thereunder. Until Shareholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality Section 2 of the foregoingWarrants, unless this Agreement has terminated be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities) for consideration per share (determined in accordance with its terms, this Agreement and Section 2 of the Merger shall be submitted to Warrants) less than the Company’s shareholders Floor Price (as defined in the Series 1 Warrants) at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or time while any of its advisors. The Company shall not, the Warrants are outstanding without the prior written consent of Parenteach Buyer, adjourn which consent may be granted or postpone withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities be issued, or be deemed to be issued as contemplated hereby, for less than the Company Special Meeting; provided that fair market value of the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain at the Company Shareholder Approval, the Company shall adjourn the Company Special Meeting until time such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn Excluded Securities are so issued or postpone the Company Special Meeting would reasonably be expected are so deemed to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsissued.

Shareholder Approval. (a) The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company BylawsCode, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting”), as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to obtain this Section 6.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Shareholder ApprovalRecommendation. Subject to Sections 6.9(b) the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (cthe “Company Recommendation”), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders the requisite affirmative vote approving this Agreement (the “Company Board RecommendationShareholder Approval”). Without limiting Notwithstanding any Change in the generality of the foregoing, unless this Agreement has terminated in accordance with its termsCompany Recommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Company agrees shall seek, and use its best efforts to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene obtain as soon as practicable after the Form S-4 is declared effective (possible, but in no event later than forty-five the first annual meeting of the Company's shareholders following the Initial Closing Date (45) days after the Form S-4 is declared effective"ANNUAL MEETING"), shareholder approval for (i) the Company Special Meeting to consider issuance of any Common Shares in excess of the KFOC Maximum (the "KFOC PROPOSAL") which approval shall meet the requirements of the AMEX and to obtain the Company Shareholder Approval. Subject to Sections 6.9(b) TSX, and (c)ii) the issuance of Common Shares in an aggregate amount in excess of the Issuable Maximum (the "EXCESS ISSUANCE PROPOSAL," together with the KFOC Proposal, the "SHAREHOLDER PROPOSALS") which approval shall meet the requirements of the AMEX and the TSX. The Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such issue proxy materials in connection with the Annual Meeting seeking approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and Shareholder Proposals. The Company's Board of Directors shall recommend approval of the Merger shall be submitted to Shareholder Proposals by the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors's shareholders. The Company shall not, without mail and distribute its proxy materials for the Annual Meeting to its shareholders at least 21 days prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on to the date on which of the Company Special Annual Meeting is originally scheduled, and shall actively solicit proxies to vote for the Company has Shareholder Proposals. To the extent they do not received proxies representing a sufficient number of shares of Company Common Stock contain any material non-public information and relate to obtain the Company Shareholder ApprovalProposals, the Company shall adjourn provide the Purchasers'counsel an opportunity to review and comment on such proxy materials by providing copies of such proxy materials and any revised version of such materials to such counsel at least five days prior to its mailing and distribution. The Company shall (i) furnish to each of the Purchasers and their respective counsel a copy of the Company's definitive proxy materials for the Annual Meeting and any amendments or supplements thereto promptly after the same are first mailed to shareholders, (ii) inform the Purchasers of the progress of solicitation of proxies for the Annual Meeting, and (iii) inform the Purchasers of any adjournment of the Annual Meeting and report the result of the vote of shareholders on the Shareholder Proposals at the conclusion of the Annual Meeting. If for any reason the Shareholder Proposals are not approved at the Annual Meeting or by June 30, 2006, upon instruction by 30 days advance notice from any Purchaser who would be eligible to receive a larger number of Common Shares had such KFOC Proposal or Excess Issuance Proposal been approved, subject to regulatory approval, the Company Special Meeting until will take such date additional acts or actions as are necessary to hold a special meeting of its shareholders to consider the Shareholder Proposals and in conjunction therewith shall be mutually agreed upon hire a nationally recognized proxy solicitation firm, selected by the Company and Parent, such Purchaser(s) which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject is reasonably satisfactory to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitorCompany, to assist the Company in obtaining the solicitation necessary shareholder votes to approve the Shareholder Proposals. The Company shall bear all costs and expenses of proxies from shareholders relating the preparation and filing of any and all proxy materials and additional special meetings, including but not limited to the Company Shareholder Approval, (B) after consultation with Parent, costs and expenses of the proxy solicitation firm if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment needed. Notwithstanding anything to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, contrary contained in respect of the Company Special Meeting (the “Company Record Date”)this SECTION 4.21, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, agents and counsel, not change such Company Record Date to, provide the New Purchaser or establish a different Company Record Date KFOC with any material nonpublic information in, or in connection with, the proxy materials for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company BylawsAnnual Meeting.

Shareholder Approval. The Company agrees Board has resolved to recommend to the Shareholders that they adopt and approve this Agreement, and the Company will submit to the Shareholders this Agreement and any other matters required to be approved or adopted by the Shareholders in order to consummate the Merger and carry out the intentions of this Agreement. In furtherance of that obligation, the Company will take, in accordance with applicable Law and the Company Company’s Articles and the Company BylawsRegulations, all action necessary to duly convene a meeting of the Shareholders (“Shareholders’ Meeting”), as soon promptly as practicable after Parent has obtained the SEC’s declaration of effectiveness of the Form S-4 is declared effective (but S-4, to consider and vote upon approval and adoption of this Agreement. The Company agrees that its obligations pursuant to this Section 7.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Change in no event later than forty-five (45) days after Company Recommendation. Subject to the Form S-4 is declared effectiveprovisions of Section 7.05(d), the Company Special Meeting to consider and to obtain shall, through the Company Shareholder Approval. Subject Board, recommend to Sections 6.9(b) the Shareholders the approval and adoption of this Agreement (cthe “Company Recommendation”), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval obtain the Requisite Shareholder Approval. Notwithstanding any Change in the Company Recommendation permitted by its shareholders (the “Company Board Recommendation”Section 7.05(d). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders Shareholders at the Shareholders’ Meeting for the purpose of obtaining the Requisite Shareholder Approval and nothing contained herein shall be deemed to relieve the Company Special Meeting whether or not (x) of such obligation so long as Parent has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Company Board shall have effected a Change in the Company Adverse Change of Recommendation or (y) any permitted by Section 7.05(d), then the Company Acquisition Proposal Board shall have been publicly proposed or announced or otherwise submitted submit this Agreement to the Company or any of its advisors. The Company shall not, Shareholders without the prior written consent recommendation of Parentthe Agreement (although the resolutions adopting the Agreement as of the date hereof may not be rescinded or amended), adjourn or postpone in which event the Company Special MeetingBoard may communicate the basis for its lack of a recommendation to the Shareholders in the Proxy Statement or in an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that that, for the Company may, without the prior written consent avoidance of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduleddoubt, the Company may not take any action under the preceding proviso unless it has not received proxies representing complied with the provisions of Section 7.05. In addition to the foregoing, neither the Company nor the Company Board shall recommend to the Shareholders or submit to the vote of the Shareholders any Acquisition Proposal other than the Merger. Except as and to the extent permitted in Section 7.05(d), neither the Company Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a sufficient number manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of shares of the foregoing being a “Change in the Company Common Stock Recommendation”). If the Company is unable to obtain a quorum of the Company Shareholder ApprovalShareholders at the Shareholders’ Meeting, the Company shall adjourn the Company Special Shareholders’ Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary in order to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for such a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylawsquorum.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement, including , without limitation, the notices to the holders of the Company Preferred Shares pursuant to the Company Articles. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company BylawsCode, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting”), as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to obtain this Section 6.3shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Shareholder ApprovalRecommendation. Subject to Sections 6.9(b) the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (cthe “Company Recommendation”), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by obtain from its shareholders the requisite affirmative vote approving this Agreement (the “Company Board RecommendationShareholder Approval”). Without limiting Notwithstanding any Change in the generality of the foregoing, unless this Agreement has terminated in accordance with its termsCompany Recommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.

Shareholder Approval. The Board of Directors of Company agrees has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and the Company BylawsCode, all action necessary to convene a meeting of its shareholders (“Company Shareholders’ Meeting”), as soon promptly as practicable after Purchaser has obtained the SEC’s declaration of Table of Contents effectiveness of the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective)S-4, the Company Special Meeting to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to obtain this Section 6.3 to submit to shareholders and hold the Company Shareholder ApprovalShareholders’ Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to Sections 6.9(b) the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (cthe “Company Recommendation”), the Company Board shall at all times prior to and during such Company Special Meeting recommend such approval and shall use its commercially reasonable best efforts to solicit such approval by obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Board RecommendationShareholder Approval”). Without limiting Notwithstanding any Change in the generality of the foregoing, unless this Agreement has terminated in accordance with its termsCompany Recommendation, this Agreement and the Merger shall be submitted to the Company’s shareholders of Company at the Company Special Shareholders’ Meeting whether or not (x) for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Adverse Change Recommendation permitted hereunder, then the Board of Recommendation Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or (y) amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Except as set forth in Section 6.7, neither the Board of Directors of Company nor any committee thereof shall have been withdraw, qualify or modify, or propose publicly proposed to withdraw, qualify or announced or otherwise submitted modify, in a manner adverse to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is originally scheduledPurchaser, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Shareholder Approval, Recommendation (any of the foregoing being a “Change in the Company shall adjourn the Company Special Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Special Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the Company Special Meeting (the “Company Record DateRecommendation”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Articles or the Company Bylaws.