Common use of Stockholder Approvals Clause in Contracts

Stockholder Approvals. (a) Valley Financial agrees to take, in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable law. (b) Buyer agrees to take, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable law.

Stockholder Approvals. (a) Valley Financial The Company agrees to take, take in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, its Governing Documents all action necessary to convene an appropriate a meeting of its stockholders the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Agreement and Plan, as well as any other matters required to be approved by Valley Financialthe Company’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable lawMerger. (b) Buyer agrees The board of directors of the Company has adopted resolutions recommending to takethe stockholders of the Company the approval of this Plan, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting board of its stockholders to consider and vote upon the issuance directors of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant Company shall recommend to the applicable section stockholders of the NCBCA Company the approval of this Plan and any the other matters required to be approved by Buyer’s stockholders for consummation or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, the board of directors of the Merger Company may withdraw, modify, condition or refuse to recommend the approval of this Plan and the transactions contemplated by other matters required to be approved or adopted in order to carry out the Agreement intentions of this Plan (including any adjournment or postponementa “Change in Recommendation”) if the board of directors of the Company determines, the “Buyer Meeting”)in good faith after consultation with its outside financial and legal advisors, as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreementfailure to take such action would breach its fiduciary obligations under applicable law, provided that the Buyer Board board of directors of the Company may fail to make such a recommendation, or withdraw, modify or change not take any such recommendationaction with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding the foregoing, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a), provided, however, that if the Buyer Board, after having consulted with and considered the advice board of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach directors of the fiduciary duties Company shall have effected a Change in Recommendation, then in submitting this Plan to the Company’s shareholders, the board of directors of the members Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the Buyer Board under date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Statement (as defined in Section 5.3(a)) or an appropriate amendment or supplement thereto to the extent required by applicable law.

Stockholder Approvals. (a) Valley Financial Cardinal agrees to take, in accordance with applicable law and the Valley Financial Cardinal Certificate and Valley Financial By-Lawsthe Cardinal Bylaws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley FinancialCardinal’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Cardinal Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Cardinal Board will recommend that the Valley Financial Cardinal stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Cardinal Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Cardinal Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Cardinal Board under applicable law. (b) Buyer United agrees to take, in accordance with applicable law and the Buyer United Certificate and Buyer By-Lawsthe United Bylaws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon (i) the United Certificate Amendment and (ii) the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section Sections 31D-6-621 and 31D-11-1104 of the NCBCA WVBCA, with respect to issuing the Merger Consideration and approving the Merger, and any other matters required to be approved by BuyerUnited’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer United Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer United Board will recommend that the Buyer United stockholders approve (i) the United Certificate Amendment and (ii) the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer United Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer United Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer United Board under applicable law. (c) Cardinal and United shall use their reasonable best efforts to hold their respective stockholder meetings on the same date and as close in time to the Effective Date as reasonably practicable.

Stockholder Approvals. (a) Valley Financial The Company agrees to take, take in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, its Governing Documents all action necessary to convene an appropriate a meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Company Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated herebypracticable, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable law. (b) Buyer agrees to take, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance adoption and approval of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and this Plan, as well as any other matters required to be approved by Buyerthe Company’s stockholders for consummation of the Merger Merger. (b) The board of directors of the Company has adopted resolutions recommending to the stockholders of the Company the adoption of this Plan and the transactions contemplated by other matters required to be approved or adopted in order to carry out the Agreement (including any adjournment intentions of this Plan, and the board of directors of the Company shall recommend to the Company’s stockholders the approval and adoption of this Plan and the other matters required to be approved or postponementadopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance board of directors of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board Company may fail to make such a recommendation, or withdraw, modify modify, condition or change any such recommendation, refuse to recommend the adoption of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan if the Buyer Boardboard of directors of the Company determines, in good faith after having consulted consultation with its outside financial and considered the advice of outside counsellegal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change take such recommendation, action would be reasonably likely to constitute a breach of the its fiduciary duties of the members of the Buyer Board obligations under applicable law. Notwithstanding the foregoing, this Plan and such other matters shall be submitted to the stockholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation, provided, however, that if the Board of Directors of the Company shall have withdrawn, modified, conditioned or refused to recommend the adoption of this Plan and such other matters in accordance with the terms of this Agreement, then in submitting this Agreement to the Company’s stockholders, the board of directors of the Company may submit this Agreement to the Company’s stockholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s stockholders in the Proxy Statement (as defined in Section 5.3(a)) or an appropriate amendment or supplement thereto to the extent required by law.

Stockholder Approvals. (a) Valley Financial agrees If required by applicable law in connection with the consummation of the Merger, as soon as practicable following the purchase of the Shares pursuant to takethe Offer, the Company, acting through the Company Board shall, in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Lawslaw, take all action steps necessary to duly call, set a record date for, give notice of, convene an appropriate and hold a meeting of its stockholders (the "Company Stockholder Meeting") as soon as practicable for the purpose of adopting and approving this Agreement and the Merger. At such meeting, the Parent and the Purchaser will each vote, or cause to consider and vote upon be voted, all Shares acquired in the Offer or otherwise beneficially owned by it or any of its subsidiaries on the record date for such meeting, in favor of the approval and adoption of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable lawMerger. (b) Buyer agrees The Company will, if required by law in connection with the consummation of the Merger, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC, and shall use all reasonable best efforts to takeobtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with the Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the purchase of the Shares pursuant to the Offer. The Proxy Statement will contain the recommendations of the Company Board as set forth in Section 1.2(a), and the Company Board will use all reasonable best efforts to obtain the Company Stockholder 32 38 Approval. Notwithstanding the foregoing, the Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which the Parent reasonably objects, provided that the Parent shall identify its objections and fully cooperate with the Company to create a mutually satisfactory Proxy Statement. (c) Notwithstanding the foregoing, if after the expiration of the Offer the Purchaser shall be the owner of at least 90 percent of the outstanding Shares, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer and compliance with any applicable rules of the SEC, without a meeting of shareholders of the Company, if practicable, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance Section 253 of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawDGCL.

Stockholder Approvals. (a) Valley Financial agrees to take, in accordance with applicable law Each of Sterling and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene an appropriate Xxxxxxx shall call a meeting of its stockholders (the “Sterling Meeting” and the “Xxxxxxx Meeting,” respectively) to consider be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite Sterling Vote and the Requisite Xxxxxxx Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment a merger agreement or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated herebythereby, provided and each of Sterling and Xxxxxxx shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of Xxxxxxx and Sterling and their respective Boards of Directors shall use its reasonable best efforts to obtain from the stockholders of Xxxxxxx and Sterling, as applicable, the Requisite Xxxxxxx Vote and the Requisite Sterling Vote, as applicable, including by communicating to the respective stockholders of Xxxxxxx and Sterling its recommendation (and including such recommendation in the Joint Proxy Statement) that the Valley Financial stockholders of Xxxxxxx and Sterling, respectively, adopt this Agreement (the “Xxxxxxx Board may fail to make such recommendationRecommendation” and the “Sterling Board Recommendation,” respectively). Each of Xxxxxxx and Sterling and their respective Boards of Directors shall not (i) withhold, or withdraw, modify or change qualify in a manner adverse to the other party the Xxxxxxx Board Recommendation, in the case of Xxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, (ii) fail to make the Xxxxxxx Board Recommendation, in the case of Xxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, in the Joint Proxy Statement, (iii) adopt, approve, 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 Xxxxxxx Board Recommendation, in the case of Xxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, in each case within ten (10) business days (or such recommendationfewer number of days as remains prior to the Xxxxxxx Meeting or the Sterling Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Valley Financial BoardBoard of Directors of Xxxxxxx or Sterling, after having consulted with and considered receiving the advice of its outside counselcounsel and, has determined with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the making Xxxxxxx Board Recommendation or the Sterling Board Recommendation, as applicable, such Board of Directors may, in the case of Xxxxxxx, prior to the receipt of the Requisite Xxxxxxx Vote, and in the case of Sterling, prior to the receipt of the Requisite Sterling Vote, submit this Agreement to its stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) 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, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such recommendationnotice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the Xxxxxxx Board Recommendation or Sterling Board Recommendation, as the case may be. 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. Xxxxxxx or Sterling shall adjourn or postpone the Xxxxxxx Meeting or the failure to withdrawSterling Meeting, modify as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Xxxxxxx Common Stock or change such recommendationSterling Common Stock, would be reasonably likely as the case may be, represented (either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting, or if on the fiduciary duties date of such meeting Sterling or Xxxxxxx, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the members of Requisite Sterling Vote or the Valley Financial Board under applicable law. (b) Buyer agrees Requisite Xxxxxxx Vote. Notwithstanding anything to takethe contrary herein, unless this Agreement has been terminated in accordance with applicable law its terms, (x) the Xxxxxxx Meeting shall be convened and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant this Agreement shall be submitted to the applicable section stockholders of Xxxxxxx at the NCBCA Xxxxxxx Meeting and any other matters required (y) the Sterling Meeting shall be convened and this Agreement shall be submitted to the stockholders of Sterling at the Sterling Meeting, and nothing contained herein shall be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment deemed to relieve either Xxxxxxx or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making Sterling of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawobligation.

Stockholder Approvals. (a) Valley Financial Virginia Commerce agrees to take, in accordance with applicable law and the Valley Financial Virginia Commerce Certificate and Valley Financial Virginia Commerce By-Lawslaws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley FinancialVirginia Commerce’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Virginia Commerce Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Virginia Commerce Board will recommend that the Valley Financial Virginia Commerce stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Virginia Commerce Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Virginia Commerce Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Virginia Commerce Board under applicable law. (b) Buyer agrees to take, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section Section 31D-6-621 of the NCBCA WVBCA, and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable law.

Stockholder Approvals. (a) Valley Financial agrees The NAL Board will submit to take, in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved or adopted by Valley Financial’s such stockholders for consummation in order to carry out the intentions of the Merger this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock (including any adjournment or postponement, the “Valley Financial NAL Meeting”), as promptly as practicable after the Registration Statement is declared effective, to consider and vote upon adoption of this Agreement and to cause such vote to be taken. The Valley Financial NAL and the NAL Board will recommend use their reasonable best efforts to obtain from its stockholders the votes in favor of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to the time the NAL Requisite Vote is obtained, the NAL Board, after consultation with outside counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the Valley Financial NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders approve and adopt in light of such Acquisition Proposal, then, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement and without recommendation (although the transactions contemplated herebyresolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the Valley Financial NAL Board may fail not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make such recommendationan Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or withdraw, modify or change modification to this Agreement proposed by FNFG in response thereto as well as any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable lawthis Section 6.02(a). (b) Buyer agrees The FNFG Board will submit to its stockholders the matters required to be approved or adopted by such stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, FNFG will take, in accordance with applicable law and the Buyer Certificate and Buyer By-Lawsits Governing Documents, all action necessary or appropriate to convene an appropriate a meeting of its stockholders to consider and vote upon the issuance holders of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement FNFG Common Stock (including any adjournment or postponement, the “Buyer FNFG Meeting”), as promptly as practicable after the Registration Statement is declared effective, to consider and vote upon the approval of the FNFG Stock Issuance and to cause such vote to be taken. The Buyer FNFG and the FNFG Board will recommend that use their reasonable best efforts to obtain from its stockholders the Buyer stockholders approve the issuance votes in favor of the Merger Consideration andFNFG Stock Issuance required by the rules of the NASDAQ, as necessaryincluding by recommending that its stockholders vote in favor of such issuance, and FNFG and the FNFG Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the FNFG Recommendation to the FNFG stockholders. However, if, prior to the time the FNFG Requisite Vote is obtained, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer FNFG Board, after having consulted consultation with and considered the advice of outside counsel, has determined determines in good faith that it would result in a violation of its fiduciary duties under the making DGCL to continue to recommend the FNFG Stock Issuance, then, in submitting the FNFG Stock Issuance at the FNFG Meeting, the FNFG Board may do one or more of such recommendationthe following: (1) submit the FNFG Stock Issuance without recommendation (although the resolutions adopting the FNFG Recommendation prior to the date hereof may not be rescinded or amended), in which event the FNFG Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the failure extent required by law; or (2) withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, modify qualify or change such recommendation, would be reasonably likely adversely modify) the FNFG Recommendation to constitute a breach of the fiduciary duties of FNFG stockholders. (c) The parties shall cooperate to schedule and convene the members of NAL Meeting and the Buyer Board under applicable lawFNFG Meeting on the same date.

Stockholder Approvals. (a) Valley Financial agrees to take, in accordance with applicable law Each of Sterling and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene an appropriate Wxxxxxx shall call a meeting of its stockholders (the “Sterling Meeting” and the “Wxxxxxx Meeting,” respectively) to consider be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite Sterling Vote and the Requisite Wxxxxxx Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment a merger agreement or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated herebythereby, provided and each of Sterling and Wxxxxxx shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of Wxxxxxx and Sterling and their respective Boards of Directors shall use its reasonable best efforts to obtain from the stockholders of Wxxxxxx and Sterling, as applicable, the Requisite Wxxxxxx Vote and the Requisite Sterling Vote, as applicable, including by communicating to the respective stockholders of Wxxxxxx and Sterling its recommendation (and including such recommendation in the Joint Proxy Statement) that the Valley Financial stockholders of Wxxxxxx and Sterling, respectively, adopt this Agreement (the “Wxxxxxx Board may fail to make such recommendationRecommendation” and the “Sterling Board Recommendation,” respectively). Each of Wxxxxxx and Sterling and their respective Boards of Directors shall not (i) withhold, or withdraw, modify or change qualify in a manner adverse to the other party the Wxxxxxx Board Recommendation, in the case of Wxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, (ii) fail to make the Wxxxxxx Board Recommendation, in the case of Wxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, in the Joint Proxy Statement, (iii) adopt, approve, 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 Wxxxxxx Board Recommendation, in the case of Wxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, in each case within ten (10) business days (or such recommendationfewer number of days as remains prior to the Wxxxxxx Meeting or the Sterling Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Valley Financial BoardBoard of Directors of Wxxxxxx or Sterling, after having consulted with and considered receiving the advice of its outside counselcounsel and, has determined with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the making Wxxxxxx Board Recommendation or the Sterling Board Recommendation, as applicable, such Board of Directors may, in the case of Wxxxxxx, prior to the receipt of the Requisite Wxxxxxx Vote, and in the case of Sterling, prior to the receipt of the Requisite Sterling Vote, submit this Agreement to its stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) 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, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such recommendationnotice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the Wxxxxxx Board Recommendation or Sterling Board Recommendation, as the case may be. 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. Wxxxxxx or Sterling shall adjourn or postpone the Wxxxxxx Meeting or the failure to withdrawSterling Meeting, modify as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Wxxxxxx Common Stock or change such recommendationSterling Common Stock, would be reasonably likely as the case may be, represented (either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting, or if on the fiduciary duties date of such meeting Sterling or Wxxxxxx, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the members of Requisite Sterling Vote or the Valley Financial Board under applicable law. (b) Buyer agrees Requisite Wxxxxxx Vote. Notwithstanding anything to takethe contrary herein, unless this Agreement has been terminated in accordance with applicable law its terms, (x) the Wxxxxxx Meeting shall be convened and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant this Agreement shall be submitted to the applicable section stockholders of Wxxxxxx at the NCBCA Wxxxxxx Meeting and any other matters required (y) the Sterling Meeting shall be convened and this Agreement shall be submitted to the stockholders of Sterling at the Sterling Meeting, and nothing contained herein shall be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment deemed to relieve either Wxxxxxx or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making Sterling of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawobligation.

Stockholder Approvals. (a) Valley Financial agrees to Each of them shall take, as soon as practicable, in accordance with applicable law law, applicable stock exchange rules and the Valley Financial Certificate their respective articles or certificate of incorporation and Valley Financial Byby-Lawslaws, all action necessary to convene convene, respectively, an appropriate meeting of its stockholders to consider of Dana tx xxnsider and vote upon the approval of the issuance of shares of Dana Cxxxxn Stock pursuant to this Agreement and any other matters required to be approved by Valley Financial’s Dana sxxxxholders for consummation of the Merger (including any adjournment or postponement, the "Dana Mxxxxng"), and an appropriate meeting of stockholders of the Company to consider and vote upon the approval of this Agreement, the Merger and any other matters required to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial "Company Meeting”"; and each of the Dana Mxxxxng and the Company Meeting, a "Meeting"), respectively, as promptly as practicable after the Registration Statement is declared effectivedate hereof. The Valley Financial Board will of Directors of each of Dana axx xhe Company shall recommend that such approval, and each of Dana axx xhe Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the Valley Financial stockholders approve and adopt previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation of this Agreement and or the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, Merger if the Valley Financial BoardBoard of Directors of the Company, after having consulted with and considered the advice of outside counsel, has determines that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the making of such recommendation, or the failure refusal to withdraw, modify or change such recommendation, do so would be reasonably likely to constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the members CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Valley Financial Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable lawlaws. (b) Buyer agrees The Company shall promptly (within 8 hours) advise Dana oxxxxy and in writing of its receipt of any proposal or inquiry which may be or may result in a Superior Proposal, of the substance thereof, and of the identity of the person making such proposal or inquiry. The Company will keep Dana fxxxx informed of the status and material details of any such proposal or inquiry or negotiations or discussions relating thereto. (c) Prior to takeapproving or recommending (and, in accordance with connection therewith, withdrawing or modifying its approval or recommendation of this Agreement or the Merger) a third party proposal as a Superior Proposal pursuant to Section 6.2(a), the Company shall, unless to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable law and laws, including their duties under Section 33-756(d) of the Buyer Certificate and Buyer By-LawsCBCA, all action necessary first offer Dana axx Xerger Sub the right to convene an appropriate meeting of its stockholders propose alterations to consider and vote upon the issuance terms of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to Agreement. If after considering such proposed alterations, the applicable section Board of Directors of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend Company determines that the Buyer stockholders approve the issuance of the Merger Consideration third party proposal is a Superior Proposal and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdrawapprove or recommend (and, in connection therewith, withdraw or modify its approval or change recommendation of this Agreement or the Merger) such recommendation, Superior Proposal would be reasonably likely to constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the members CBCA, then the Company's Board of Directors may approve or recommend (and, in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) such Superior Proposal; provided, however, that nothing contained in Section 6.2(a) shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such other disclosure to the Company's stockholders which, in the reasonable determination of the Buyer Board of Directors of the Company after consultation with outside counsel, may be required under applicable law. Any such initial disclosure pursuant to Rules 14d-9 and 14e-2(a) shall be consistent with the recommendation of the Board of Directors of the Company in Section 6.2(a), and all disclosures pursuant to Rules 14d-9 and 14e-2(a) (initial or otherwise) shall be in a form that has been reviewed by Dana.

Stockholder Approvals. (a) Valley Financial agrees to take, in accordance with applicable law Each of PACW and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene an appropriate BANC shall call a meeting of its stockholders (the “PACW Meeting” and the “BANC Meeting,” respectively) to consider be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (i) the Requisite PACW Vote and the Requisite BANC Vote required in connection with this Agreement, the Merger and the BANC Share Issuance, (ii) with respect to BANC, obtaining such other vote as may be contemplated by any of the Investment Agreements and (iii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment a merger agreement or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated herebythereby, provided that and each of PACW and BANC shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable lawsame date. (b) Buyer agrees Subject to takeSection 6.3(c), (i) each of BANC and PACW and their respective Boards of Directors shall use its reasonable best efforts to obtain from the stockholders of BANC and PACW, as applicable, the Requisite BANC Vote and the Requisite PACW Vote, as applicable, including by communicating to the respective stockholders of BANC and PACW its recommendation (and including such recommendation in the Joint Proxy Statement) that the stockholders of PACW adopt this Agreement, in accordance with applicable law the case of the Board of Directors of PACW, or approve the BANC Share Issuance, in the case of the Board of Directors of BANC (the “PACW Board Recommendation” and the Buyer Certificate “BANC Board Recommendation,” respectively) and Buyer By-Laws(ii) each of BANC and PACW and their respective Boards of Directors shall not, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance no committee of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to Board of Directors of BANC or the applicable section Board of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation Directors of the Merger and the transactions contemplated by the Agreement PACW shall, (including any adjournment or postponementA) withhold, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change qualify in a manner adverse to the other party the BANC Board Recommendation, in the case of BANC, or the PACW Board Recommendation, in the case of PACW, (B) fail to make the BANC Board Recommendation, in the case of BANC, or the PACW Board Recommendation, in the case of PACW, in the Joint Proxy Statement, (C) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (D) fail to publicly and without qualification (1) recommend against any Acquisition Proposal or (2) reaffirm the BANC Board Recommendation, in the case of BANC, or the PACW Board Recommendation, in the case of PACW, in each case within ten (10) business days (or such recommendationfewer number of days as remains prior to the BANC Meeting or the PACW Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (E) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 8.1 and Section 8.2, if the Buyer BoardBoard of Directors of BANC or PACW, after having consulted with and considered receiving the advice of its outside counselcounsel and, has determined with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the making BANC Board Recommendation or the PACW Board Recommendation, as applicable, such Board of Directors may, in the case of BANC, prior to the receipt of the Requisite BANC Vote, and in the case of PACW, prior to the receipt of the Requisite PACW Vote, submit this Agreement to its stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (i) gives the other party at least four (4) 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, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such recommendationnotice period, takes into account any amendment or modification to this Agreement proposed by the other party (it being understood that such other party shall not be required to propose any such amendment or modification) and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the BANC Board Recommendation or PACW Board Recommendation, as the case may be. 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, and any material change or development with respect to any other event or circumstances will also require a new notice period as referred to in this Section 6.3. (d) Each of BANC or PACW shall adjourn or postpone the BANC Meeting or the failure to withdrawPACW Meeting, modify as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of BANC Common Stock or change such recommendationPACW Common Stock, would be reasonably likely as the case may be, represented (either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting, or if on the date of such meeting PACW or BANC, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite PACW Vote or the Requisite BANC Vote, and each of PACW and BANC, as applicable, shall continue to use reasonable best efforts to solicit proxies from its stockholders in order to obtain the Requisite PACW Vote or Requisite BANC Vote, respectively; provided that the foregoing shall not restrict in any way each of the fiduciary duties Boards of Directors of PACW or BANC from making a Recommendation Change permitted by Section 6.3(c) and disclosing such Recommendation Change and the members basis and reasons therefor. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone the BANC Meeting or the PACW Meeting in accordance with the first sentence of this Section 6.3(d), unless this Agreement has been terminated in accordance with its terms, (i) the Buyer Board under applicable lawBANC Meeting shall be convened and the BANC Share Issuance shall be submitted to the stockholders of BANC at the BANC Meeting and (ii) the PACW Meeting shall be convened and this Agreement shall be submitted to the stockholders of PACW at the PACW Meeting, and nothing contained herein shall be deemed to relieve either BANC or PACW of such obligation.

Stockholder Approvals. (a) Valley Financial agrees to take, in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene an appropriate The Company shall call a meeting of its stockholders (the "Company Stockholder Meeting") within 45 days of the date the Proxy Statement is first mailed to consider and vote shareholders for the purpose of voting upon the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponementSpin-Off, the “Valley Financial Meeting”)Merger, as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated herebyAmendment, provided that the Valley Financial Board may fail and shall, subject to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members Board of Directors as determined by such Board in reasonable good faith, use its reasonable best efforts to obtain stockholder approval of the Valley Financial Spin-Off, the Merger, and the Amendment. The Company Stockholder Meeting shall be held as soon as practicable following the mailing of the Proxy Statement. The Company will, through its Board of Directors, but subject to the fiduciary duties of its Board of Directors under applicable lawlaw as determined by such Board in reasonable good faith and after consultation with its outside counsel, recommend to its stockholders the approval of the Spin-Off, the Merger, and the Amendment and not rescind its favorable recommendation with respect to the Spin-Off, the Merger, and the Amendment. Within ten days of the date hereof, the Company shall cause each of the individuals identified on SCHEDULE 7.1(a) attached hereto to deliver to DDI an irrevocable proxy (the "Irrevocable Proxies") in a form acceptable to DDI to vote all of the shares of the Company held by such individuals for the approval of the Spin-Off, the Merger, and the Amendment. (b) Buyer agrees DDI shall, subject to take, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members Board of Directors as determined by such Board in reasonable good faith, use its reasonable best efforts to obtain stockholder approval of the Buyer Merger, either (i) by written consent of the stockholders of DDI, or (ii) by calling a meeting of its stockholders (the "DDI Stockholder Meeting") for the purpose of voting upon the Merger, which shall be held as soon as practicable. DDI will, through its Board of Directors, but subject to the fiduciary duties of its Board of Directors under applicable lawlaw as determined by such Board in reasonable good faith and after consultation with its outside counsel, recommend to its stockholders the approval of the Merger and not rescind its favorable recommendation with respect to the Merger.

Stockholder Approvals. (a) Valley Financial agrees to takeBy no later than twenty-five (25) calendar days after the Closing Date, the Company shall file with the Commission a definitive proxy statement, in the form which has been previously reviewed by the Purchasers and Xxxxxxx Xxxx & Xxxxx LLP, at the expense of the Company, for a special meeting of holders of Common Stock (the "Nasdaq Stockholder Meeting"), soliciting each such stockholder's affirmative vote at the Nasdaq Stockholder Meeting for approval of resolutions providing for: (i) the Company's issuance of all of the shares of Common Stock upon conversion of the Amended and Restated Series A Notes in accordance with applicable law and the Valley Financial Certificate rules and Valley Financial By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation regulations of the Merger Principal Market without giving effect to the Exchange Cap (including any adjournment or postponementas defined the Amended and Restated Series A Notes), (ii) the adjustment of the Conversion Price (as defined in the New Notes) to the Transaction Price, as may be further amended pursuant to the terms set forth in the New Notes, (iii) the adjustment of the Conversion Price (as defined in the Amended and Restated Series B Notes) to the Transaction Price, as may be further amended pursuant to the terms set forth in the Amended and Restated Series B Notes, (iv) the adjustment of the Exercise Price (as defined in the New Warrants) to the Transaction Price, as may be further amended pursuant to the terms set forth in the New Warrants, (v) the adjustment of the Exercise Price (as defined in the Amended and Restated Warrants) to the Transaction Price, as may be further amended pursuant to the terms set forth in the Amended and Restated Warrants and (vi) the elimination of clause (i) of the definition of Floor Price (as defined in the Amended and Restated Series B Notes (such affirmative approvals being referred to herein collectively as the "Nasdaq Stockholder Approval" and the date such Nasdaq Stockholder Approval is obtained, the “Valley Financial Meeting”"Nasdaq Stockholder Approval Date"), as . The Nasdaq Stockholder Meeting shall be promptly as practicable called and held not later than sixty (60) calendar days after the Registration Statement is declared effective. The Valley Financial Board will recommend that Closing Date (the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable law"Nasdaq Stockholder Meeting Deadline"). (b) Buyer agrees The Company previously filed with the Commission a definitive proxy statement for its annual meeting of holders of Common Stock (the "Authorized Stockholder Meeting" and together with the Nasdaq Stockholder Meeting, the "Stockholder Meetings"), soliciting each such stockholder's affirmative vote at the Authorized Stockholder Meeting for approval of resolutions providing for the increase of the authorized shares of Common Stock to takenot less than 250,000,000 shares of Common Stock (such affirmative approvals being referred to herein collectively as the "Authorized Stockholder Approval" and together with the Nasdaq Stockholder Approval, the "Stockholder Approvals" and the date such Authorized Stockholder Approval is obtained, the "Authorized Stockholder Approval Date" and together with the Nasdaq Stockholder Approval Date, the "Stockholder Approval Date"). The Authorized Stockholder Meeting shall be promptly called and held not later than June 23, 2023 (the "Authorized Stockholder Meeting Deadline" and together with the Nasdaq Stockholder Meeting Deadline, the "Stockholder Meeting Deadline"), and shall promptly, but in any event within one (1) Business Day of the Authorized Stockholder Approval Date, effect any related amendment to its Certificate of Incorporation to give effect to the Authorized Stockholder Approval. (c) The Company shall use its best efforts to solicit its stockholders' approval of such resolutions in connection with the Stockholder Approvals, including, without limitation, by causing (x) the Board to unanimously recommend to the stockholders of the Company that they approve such resolutions, (y) its officers and directors who hold shares of Common Stock to be present, either in person or by proxy, at the Stockholder Meeting for quorum purposes and (z) such officers and directors to vote their respective shares of Common Stock in accordance with the Board's recommendation. The Company shall be obligated to use its best efforts to obtain each Stockholder Approval by the applicable law and Stockholder Meeting Deadline. If, despite the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant Company's best efforts any Stockholder Approval is not obtained on or prior to the applicable section of Stockholder Meeting Deadline, the NCBCA and any other matters required Company shall cause an additional Stockholder Meeting to be approved by Buyer’s stockholders for consummation of held every ninety (90) days thereafter until such Stockholder Approval is obtained. Notwithstanding the Merger and the transactions contemplated by the Agreement (including any adjournment or postponementforegoing, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach receive any Stockholder Approval shall not relieve the Company of the fiduciary duties of the members of the Buyer Board under applicable lawits obligations hereunder.

Stockholder Approvals. (a) Valley Financial agrees to Each of them shall take, in accordance with applicable law law, Nasdaq rules and the Valley Financial Certificate its respective certificate of incorporation, charters and Valley Financial Byby-Lawslaws, all action necessary to convene convene, respectively, (A) an appropriate meeting of its stockholders of Skylands to consider and vote upon (i) the approval of this Plan, and (ii) any other stockholder approval matters required for consummation of the Bank Merger and the transactions contemplated hereby (the "Skylands Meeting"), (B) an appropriate meeting of stockholders of Bancorp to consider and vote upon the approval of this Agreement Plan and any other stockholder approval matters required to be approved by Valley Financial’s stockholders for consummation of the Corporate Merger and the transactions contemplated hereby (including any adjournment or postponementthe "Bancorp Meeting"; each of the Skylands Meeting and the Bancorp Meeting, a "Meeting"), and (C) in the “Valley Financial Meeting”)case of Bancorp, an appropriate consent in lieu of meeting of the sole stockholder of Little Falls approving this Plan, respectively, as promptly as practicable after the Registration Statement (as defined in Section 5.03) is declared effective. The Valley Financial Board of Directors of each of Skylands and Bancorp will recommend that the Valley Financial stockholders approve approval of such matters, and adopt the Agreement each of Skylands and the transactions contemplated herebyBancorp will take all reasonable lawful action to solicit such approval by its respective stockholders, provided that the Valley Financial Board each of Skylands and Bancorp may fail to make such recommendation, or withdraw, modify or change any such recommendation, in an adverse manner to the other parties its recommendations if the Valley Financial BoardBoard of Directors of such party, after having consulted with and considered based upon the advice of outside counsel, has determined determines in good faith that the making of such recommendation, or the failure to so withdraw, modify or change such recommendation, would be reasonably likely to its recommendation could constitute a breach of the fiduciary duties of the members such party's Board of the Valley Financial Board Directors under applicable law. . In addition, nothing in this Section 5.02 or elsewhere in this Plan shall prohibit accurate disclosure by either party of information that is required to be disclosed in the Registration Statement or the Joint Proxy Statement or any other document required to be filed with the SEC (bincluding without limitation a Solicitation/Recommendation Statement on Schedule 14D-9) Buyer agrees or otherwise required to take, in accordance with be publicly disclosed by applicable law and or regulation or the Buyer Certificate and Buyer By-Lawsrules of Nasdaq. Furthermore, Acquisition Corp. will take all action necessary to convene an appropriate hold a special meeting of its stockholders to consider vote and vote upon approve the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger Plan and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawCorporate Merger.

Stockholder Approvals. (a) Valley Financial agrees Lime shall use its reasonable best efforts to take, in accordance with applicable law and secure the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon Requisite Lime Stockholder Approval as expeditiously as possible following the approval execution of this Agreement, and in any event within twenty-four (24) hours following the execution of this Agreement. Promptly (but in all events within 48 hours) following the receipt of the Requisite Lime Stockholder Approval, Lime shall deliver to Parent a certificate executed on behalf of Lime by its secretary and certifying that the Requisite Lime Stockholder Approval has been obtained by written consent. Lime shall also promptly (but in all events within eight (8) Business Days following the date of this Agreement) send, pursuant to Sections 228 and 262(d) of the DGCL, a written notice to all stockholders of Lime that did not execute the Requisite Lime Stockholder Approval informing them that this Agreement was adopted and any other matters required to be approved by Valley Financial’s the stockholders of Lime and that appraisal rights are available for consummation their shares of Lime Common Stock pursuant to Section 262 of the Merger DGCL (including any adjournment or postponement, the “Valley Financial Meeting”which notice shall include a copy of such Section 262), and shall, as promptly soon as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated herebypracticable, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach inform Parent of the fiduciary duties of the members of the Valley Financial Board under applicable lawdate on which such notice was sent. (b) Buyer agrees Neither Lime’s board of directors nor any committee thereof shall, except as permitted by this Agreement: (i) withdraw, qualify or modify, or propose publicly to takewithdraw, qualify or modify, in accordance each case in a manner adverse to Parent, the Lime Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, at any time prior to obtaining the Requisite Lime Stockholder Approval, the board of directors of Lime may make an Adverse Recommendation Change if such board of directors determines in good faith (after consultation with outside legal counsel) that such action is required by its fiduciary duties to the stockholders of Lime under applicable law Law, except that no Adverse Recommendation Change may be made in response to a Superior Proposal until after the third Business Day following Parent’s receipt of written notice (a “Notice of Adverse Recommendation”) from Lime advising Parent that the board of directors of Lime or a committee of such board intends to make such an Adverse Recommendation Change and specifying the Buyer Certificate material terms and Buyer Byconditions of such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Adverse Recommendation and a new three Business Day period). In determining whether to make an Adverse Recommendation Change in response to a Superior Proposal, the board of directors of Lime shall take into account any changes to the terms of this Agreement proposed by Parent during such three-Laws, all action necessary day period in response to convene an appropriate meeting a Notice of its stockholders Adverse Recommendation. (c) Lime shall provide to consider and vote Parent (i) prompt notice upon the issuance receipt by Lime of any demands for payment of the Merger Consideration pursuant fair value of shares of Lime Common Stock and any withdrawals of such demands or other instruments related to NASDAQ Listing Rule 5635 and such demands served pursuant to the applicable section DGCL and received by Lime and (ii) the right (but not the obligation) to direct all negotiations and proceedings with respect to such demands under the DGCL. Lime shall not, except with the prior written consent of Parent, or as otherwise required under the NCBCA and any other matters required DGCL, voluntarily make, or cause or permit to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including made, any adjournment payment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail offer to make such a recommendationany payment with respect to, or withdrawsettle or offer to settle, modify any claim or change demand in respect of any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawDissenting Shares.

Stockholder Approvals. (a) Valley Financial agrees As promptly as practicable following the date upon which the Registration Statement, filed pursuant to takeSection 6.5, shall have become effective (but in accordance with applicable law and any event within forty-five (45) days thereof), the Valley Financial Certificate and Valley Financial By-Laws, all action necessary Company Board will submit to convene an appropriate meeting of its stockholders to consider and vote upon shareholders the approval of this Agreement Company Shareholder Matters and any other matters required to be approved or adopted by Valley Financial’s stockholders for consummation such shareholders in order to carry out the intentions of this Agreement and the Merger transactions contemplated hereby. In furtherance ofthat obligation, the Company will take, in accordance with applicable Law and its Constituent Documents, all action necessary, proper, desirable or advisable to convene a meeting of its shareholders (including any adjournment or postponement, the “Valley Financial Company Meeting”), ) as promptly as practicable after (but in any event within forty-five (45) days of the Registration Statement is declared becoming effective) to consider and vote upon approval of the Company Shareholder Matters and any such other matters. The Valley Financial Board Company and the Company Board, as applicable, will recommend each use its reasonable best efforts to obtain from each class of the Company’s shareholders the required vote to approve the Company Shareholder Matters and any such other matters, including soliciting proxies through the Joint Proxy Statement in accordance with applicable Law and recommending that the Valley Financial stockholders approve Company’s shareholders vote in favor of the Company Shareholder Matters (and adopt including such recommendation in the Joint Proxy Statement). The Company shall provide Parent with a reasonable opportunity to review and comment upon all proxy materials prior to the distribution of such proxy materials to shareholders of the Company and all such proxy materials shall be reasonably satisfactory to Parent prior to the distribution thereof. However, if the Company Board, after consultation with outside advisors including its outside legal counsel and, with respect to financial matters, its financial advisors, determines in good faith that continuing to recommend this Agreement and the transactions contemplated herebyCompany Shareholder Matters would result in a violation of its fiduciary duties under applicable Law, then, in submitting this Agreement and the Merger to the Company Meeting, the Company Board may withhold or withdraw or modify in a manner adverse to Parent its recommendation that Company’s shareholders approve this Agreement or 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 which event the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Valley Financial Company Board may fail not take any actions under this sentence until after giving Parent at least five (5) business days to make respond to such recommendationAcquisition Proposal or other event or circumstances giving rise to the determination by the Company Board to take such action (and, or withdraw, modify or change any in the event such recommendation, if the Valley Financial Boardaction is taken in response to an Acquisition Proposal, after having consulted with giving Parent notice of the third party in the Acquisition Proposal and considered the advice material terms and conditions of outside counsel, has determined that the making Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed by Parent. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of such recommendation, this Section 6.2 and will require a new notice period as referred to in this Section 6.2. Nothing in this Agreement shall be interpreted to excuse (1) the Company or the failure Company Board from complying with its obligation to withdraw, modify submit this Agreement and the other Company Shareholder Matters to its shareholders at the Company Meeting or change such recommendation, would be reasonably likely (2) any party to constitute a breach Common Voting Agreement from complying with its obligations thereunder. Neither the Company nor the Company Board shall submit any Acquisition Proposal other than the Merger to the vote of the fiduciary duties of the members of the Valley Financial Board under applicable lawits shareholders unless this Agreement shall have first been terminated in accordance with its terms. (b) Buyer agrees The 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 Voting Common Stock or Company Non-Voting Common Stock, as applicable, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting, the Company has not received proxies representing a sufficient number of shares necessary to approve all of the Company Shareholder Matters, and the Company shall continue to use all reasonable best efforts to assist in the solicitation of proxies from shareholders relating to the approval of the Company Shareholder Matters. The Company shall only be required to adjourn or postpone the Company Meeting twice pursuant to this Section 6.2(b). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened, and the Company Shareholder Matters shall be submitted to the shareholders of the Company at the Company Meeting for approval in accordance with the terms of this Agreement, and nothing contained herein shall be deemed to relieve the Company of such obligation. (c) As promptly as practicable following the date upon which the Registration Statement, filed pursuant to Section 6.5, shall have become effective (but in any event within forty-five (45) days thereof), the Board of Directors of Parent will submit to its stockholders the Parent Common Stock Issuance. In furtherance of that obligation, Parent will take, in accordance with applicable law Law and the Buyer Certificate and Buyer By-Lawsits Constituent Documents, all action necessary necessary, proper, desirable or advisable to convene an appropriate a meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Parent Meeting”), ) as promptly as practicable after (but in any event within forty-five (45) days of the Registration Statement is declared becoming effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance ) to consider and vote upon approval of the Merger Consideration andParent Common Stock Issuance. Parent and the Board of Directors of Parent, as necessaryapplicable, will use its reasonable best efforts to obtain from Parent’s stockholders a vote approving the transactions contemplated by Parent Common Stock Issuance, including soliciting proxies through the Agreement, provided Joint Proxy Statement in accordance with applicable Law and recommending that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach Parent’s stockholders vote in favor of the fiduciary duties Parent Common Stock Issuance (and including such recommendation in the Joint Proxy Statement). (d) Parent and the Company shall cooperate to schedule and convene the Parent Meeting and the Company Meeting on the same date. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the members Joint Proxy Statement to the stockholders of the Buyer Board under applicable laweach party.

Stockholder Approvals. (a) Valley Financial agrees to take, in accordance with applicable law As soon as reasonably practicable after the Joint Proxy Statement has been cleared by the SEC and the Valley Financial Certificate FDIC for use in definitive form, the Company shall give notice of and Valley Financial By-Lawshold a special meeting of its stockholders to consider and vote upon the approval of this Agreement, all action necessary the Company Articles Amendment and any other matters required to convene an appropriate be approved by the Company’s stockholders for consummation of the Transaction (including any adjournment or postponement, the “Company Meeting”). Subject to Section 6.07, the Company shall, (i) through the Company Board, recommend to its stockholders the approval of this Agreement and the Company Articles Amendment at the Company Meeting (the “Company Board Recommendation”), (ii) include the Company Board Recommendation in the Joint Proxy Statement and (iii) subject to the fiduciary duties of the Company Board, use reasonable best efforts to obtain from its stockholders a vote approving this Agreement, the Company Articles Amendment and any other matters required to be approved by the Company’s stockholders for consummation of the Transaction (“Company Stockholder Approvals”). (b) As soon as reasonably practicable the Joint Proxy Statement has been cleared by the SEC and the FDIC for use in definitive form, Parent shall give notice of and hold a special meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley FinancialParent’s stockholders for consummation of the Merger Transaction (including any adjournment or postponement, the “Valley Financial Parent Meeting”). Parent shall, for as promptly long as practicable after the Registration Statement is declared effective. The Valley Financial Company Board will recommend that the Valley Financial stockholders approve maintains and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or does not withdraw, modify or change any such recommendationqualify the Company Board Recommendation in a manner adverse to Parent, if (i) through the Valley Financial Parent Board, after having consulted with recommend to its stockholders the approval of this Agreement (the “Parent Board Recommendation”), (ii) include the Parent Board Recommendation in the Joint Proxy Statement and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure (iii) subject to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable law. (b) Buyer agrees Parent Board, use reasonable best efforts to take, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of obtain from its stockholders to consider and a vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA approving this Agreement and any other matters required to be approved by BuyerParent’s stockholders for consummation of the Merger Transaction (“Parent Stockholder Approval”). (c) Parent and the transactions contemplated by Company shall use their reasonable best efforts to hold their respective stockholder meetings on the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawsame day.

Stockholder Approvals. (a) Valley Financial agrees to takeCompany, acting through its Board of Directors, shall, in accordance with applicable law and its Certificate of Incorporation and Bylaws, (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene an appropriate date of this Agreement a meeting of its stockholders for the purpose of voting to consider approve and vote upon adopt this Agreement, and shall use its commercially reasonable efforts to obtain such stockholder approval, provided that such approval may be solicited by an action taken by written consent of the stockholders of Company if and to the extent permitted by Delaware law and Company's Certificate of Incorporation and Bylaws, and (ii) recommend approval and adoption by the stockholders of Company of this Agreement and any other matters required take all lawful action to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make solicit such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable lawapproval. (b) Buyer agrees to takeParent, acting through its Board of Directors, shall, in accordance with applicable law and its Charter and Bylaws, (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate date of this Agreement a meeting of its stockholders shareholders for the purpose of voting to consider approve (A) the Merger; (B) the Parent Amended and vote upon Restated Charter; (C) a reverse stock split of Parent's outstanding common stock (to be effected by filing of an amendment to Parent's Amended and Restated Charter in the issuance form attached hereto as Exhibit 7.4(b)(i)(C)) at a ratio to be determined in the discretion of the Board of Directors of Parent, provided that such ratio shall not be less than one-for-two and shall not exceed one-for-four, to be effective at a time following the Effective Time in the discretion of the Board of Directors of Parent (the "Reverse Stock Split"); and (D) the reincorporation of Parent as a Delaware corporation (by means of a merger of Parent with and into a wholly owned Delaware subsidiary in accordance with the Agreement and Plan of Merger Consideration pursuant to NASDAQ Listing Rule 5635 in the form attached hereto as Exhibit 7.4(b)(i)(D)(1) and pursuant to which the applicable section surviving corporation will be governed following the merger by the governing documents of the NCBCA and any other matters required Delaware subsidiary the forms of which are attached hereto as Exhibit 7.4(b)(i)(D)(2)), to be approved by Buyer’s stockholders for consummation effective at a time following the Effective Time (the "Reincorporation") in the discretion of the Merger Board of Directors of Parent, and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreementshall use its commercially reasonable efforts to obtain such shareholder approval, provided that the Buyer Board such approval may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach solicited by an action taken by written consent of the fiduciary duties shareholders of Parent if and to the extent permitted by Tennessee law and Parent's Charter and Bylaws, and (ii) recommend authorization by the shareholders of Parent of the members of Merger, the Buyer Board under applicable lawAmended and Restated Charter, the Reverse Stock Split and the Reincorporation and take all lawful action to solicit such approval. The Parent Amended and Restated Charter is attached hereto as Exhibit 6.1(b)(1) and the Parent Amended and Restated Bylaws are attached hereto as Exhibit 6.1(b)(2).

Stockholder Approvals. (a) Valley Financial agrees As promptly as practicable following the date upon which the Registration Statement, filed pursuant to takeSection 6.5, shall have become effective (but in accordance with applicable law and any event within forty-five (45) days thereof), the Valley Financial Certificate and Valley Financial By-Laws, all action necessary Company Board will submit to convene an appropriate meeting of its stockholders to consider and vote upon shareholders the approval of this Agreement Company Shareholder Matters and any other matters required to be approved or adopted by Valley Financial’s stockholders for consummation such shareholders in order to carry out the intentions of this Agreement and the Merger transactions contemplated hereby. In furtherance of that obligation, the Company will take, in accordance with applicable Law and its Constituent Documents, all action necessary, proper, desirable or advisable to convene a meeting of its shareholders (including any adjournment or postponement, the “Valley Financial Company Meeting”), ) as promptly as practicable after (but in any event within forty-five (45) days of the Registration Statement is declared becoming effective, or such other date as mutually agreed to by the parties) to consider and vote upon approval of the Company Shareholder Matters and any such other matters. The Valley Financial Board Company and the Company Board, as applicable, will recommend each use its reasonable best efforts to obtain from each class of the Company’s shareholders the required vote to approve the Company Shareholder Matters and any such other matters, including soliciting proxies through the Joint Proxy Statement in accordance with applicable Law and recommending that the Valley Financial stockholders approve Company’s shareholders vote in favor of the Company Shareholder Matters (and adopt including such recommendation in the Joint Proxy Statement). The Company shall provide Parent with a reasonable opportunity to review and comment upon all proxy materials prior to the distribution of such proxy materials to shareholders of the Company, and the Company shall consider in good faith any comments of Parent and revise such proxy materials as may be appropriate. Notwithstanding the foregoing, if the Company Board, after consultation with outside advisors including its outside legal counsel and, with respect to financial matters, its financial advisors, determines in good faith that continuing to recommend this Agreement and the transactions contemplated herebyCompany Shareholder Matters would violate its fiduciary duties under applicable Law, then, in submitting to its shareholders the Company Shareholder Matters, the Company Board may withhold or withdraw or modify in a manner adverse to Parent its recommendation that Company’s shareholders approve this Agreement or 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 which event the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto; provided that the Valley Financial Company Board may fail to make such recommendation, or withdraw, modify or change not take any such recommendationactions under this sentence until after giving Parent at least five (5) business days (or, if fewer than five (5) business days remain prior to the Valley Financial Boarddate of the Company Meeting, such fewer number of days) to respond to such Acquisition Proposal or other event or circumstances giving rise to the determination by the Company Board to take such action (and, in the event such action is taken in response to an Acquisition Proposal, after having consulted with giving Parent notice of the third party in the Acquisition Proposal and considered the advice material terms and conditions of outside counsel, has determined that the making Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed in writing by Parent. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of such recommendation, this Section 6.2 and will require a new notice period as referred to in this Section 6.2. Nothing in this Agreement shall be interpreted to excuse (1) the Company or the failure Company Board from complying with its obligation to withdraw, modify submit this Agreement and the other Company Shareholder Matters to its shareholders at the Company Meeting or change such recommendation, would be reasonably likely (2) any party to constitute a breach Company Voting Agreement from complying with its obligations thereunder. Neither the Company nor the Company Board shall submit any Acquisition Proposal other than the Merger to the vote of the fiduciary duties of the members of the Valley Financial Board under applicable lawits shareholders unless this Agreement shall have first been terminated in accordance with its terms. (b) Buyer agrees As promptly as practicable following the date upon which the Registration Statement, filed pursuant to takeSection 6.5, shall have become effective (but in accordance with applicable law and any event within forty-five (45) days thereof), the Buyer Certificate and Buyer By-Laws, all action necessary Board of Directors of Parent will submit to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA Parent Common Stock Issuance and any other matters required to be approved or adopted by Buyer’s such stockholders for consummation in order to carry out the intentions of the Merger this Agreement and the transactions contemplated by the Agreement hereby. In furtherance of that obligation, Parent will take, in accordance with applicable Law and its Constituent Documents, all action necessary, proper, desirable or advisable to convene a meeting of its stockholders (including any adjournment or postponement, the “Buyer Parent Meeting”), ) as promptly as practicable after (but in any event within forty-five (45) days of the Registration Statement is declared becoming effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance ) to consider and vote upon approval of the Merger Consideration andParent Common Stock Issuance. Parent and the Board of Directors of Parent, as necessaryapplicable, will use its reasonable best efforts to obtain from Parent’s stockholders a vote approving the transactions contemplated by Parent Common Stock Issuance, including soliciting proxies through the Agreement, provided Joint Proxy Statement in accordance with applicable Law and recommending that Parent’s stockholders vote in favor of the Buyer Board may fail Parent Common Stock Issuance (and including such recommendation in the Joint Proxy Statement). Parent shall provide the Company with a reasonable opportunity to make such a recommendation, or withdraw, modify or change any such recommendation, if review and comment upon all proxy materials prior to the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making distribution of such recommendation, or proxy materials to stockholders of Parent. (c) Parent and the failure Company shall cooperate to withdraw, modify or change such recommendation, would be reasonably likely to constitute schedule and convene the Parent Meeting and the Company Meeting on the same date. Each party shall cooperate and keep the other party informed on a breach current basis regarding its solicitation efforts and voting results following the dissemination of the fiduciary duties Joint Proxy Statement to the stockholders of the members of the Buyer Board under applicable laweach party.

Stockholder Approvals. (a) Valley Financial The Company agrees to take, take in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, its Governing Documents all action necessary to convene an appropriate a meeting of its stockholders (including any adjournment or postponement, the "Company Meeting"), as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement and Plan, as well as any other matters required to be approved by Valley Financial’s the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable lawMerger. (b) Buyer agrees The board of directors of the Company has adopted resolutions recommending to take, in accordance with applicable law the stockholders of the Company the adoption of this Plan and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation or adopted in order to carry out the intentions of this Plan, and the board of directors of the Merger Company shall recommend to the Company's stockholders the approval and adoption of this Plan and the transactions contemplated by other matters required to be approved or adopted in order to carry out the Agreement (including any adjournment or postponementintentions of this Plan. Notwithstanding the foregoing, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance board of directors of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board Company may fail to make such a recommendation, or withdraw, modify modify, condition or change any such recommendation, refuse to recommend the adoption of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan if the Buyer Boardboard of directors of the Company determines, in good faith after having consulted consultation with its outside financial and considered the advice of outside counsellegal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change take such recommendation, action would be reasonably likely to constitute a breach of the its fiduciary duties of the members of the Buyer Board obligations under applicable law. Notwithstanding the foregoing, this Plan and such other matters shall be submitted to the stockholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation, provided, however, that if the Board of Directors of the Company shall have withdrawn, modified, conditioned or refused to recommend the adoption of this Plan and such other matters in accordance with the terms of this Plan, then in submitting this Plan to the Company's stockholders, the board of directors of the Company may submit this Plan to the Company's stockholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company's stockholders in the Proxy Statement (as defined in Section 5.3(a)) or an appropriate amendment or supplement thereto to the extent required by law.

Stockholder Approvals. (a) Valley Financial agrees to Each of them shall take, in accordance with applicable law law, NYSE rules and the Valley Financial Certificate its respective articles or certificate of incorporation and Valley Financial Byby-Lawslaws, all action necessary to convene convene, respectively, an appropriate meeting of its stockholders of FUNC to consider and vote upon the issuance of the shares of FUNC Stock to be issued in the Merger pursuant to this Plan and to vote on any other stockholder approval matters required for consummation of the Merger (the "FUNC Meeting"), and an appropriate meeting of stockholders of FFB to consider and vote upon the approval of this Agreement Plan and to vote on any other stockholder approval matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponementthe "FFB Meeting"; each of the FUNC Meeting and the FFB Meeting, the “Valley Financial a "Meeting”"), respectively, as promptly as practicable after the Registration Statement (as defined in Section 5.03) is declared effective. The Valley Financial Subject to the next succeeding sentence, the Board of Directors of each of FUNC and FFB will recommend that the Valley Financial stockholders approve such approval, and adopt the Agreement each of FUNC and the transactions contemplated herebyFFB will take all reasonable lawful action to solicit such approval by its respective stockholders. The Board of Directors of FUNC or FFB, provided that the Valley Financial Board acting on behalf of FUNC or FFB, respectively, may fail to make such recommendation, or withdraw, modify or change any such recommendation, recommendation if the Valley Financial Boardand only if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure so to withdraw, modify or change such its recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board such directors under applicable law. (b) Buyer agrees to take, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable law.

Stockholder Approvals. (a) Valley Financial agrees to takeAs soon as practicable following the date of this Agreement, but in accordance any event within sixty (60) days following the date of this Agreement, KCS shall file with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene SEC an appropriate amended proxy statement for a special meeting of its stockholders to consider be called to obtain the KCS Stockholder Approval and vote upon shall use its commercially reasonable efforts to obtain clearance of such proxy statement from the SEC as soon as practicable. Promptly after the definitive proxy statement has been cleared by the SEC, KCS will call and give notice of a special meeting of its stockholders, cause a proxy statement and any amendments thereto to be mailed to its stockholders, convene the special meeting of its stockholders, which KCS shall endeavor to hold within forty-five (45) days following the mailing of such proxy statement or the last of any amendment or supplement thereto, and seek to obtain the approval of its stockholders to the matters set forth therein as requiring such approval, including recommending such approval to its stockholders, PROVIDED that the KCS Board may withdraw its recommendation of the Acquisition if it is advised by counsel to the effect that because of a third party proposal occurring after the date of the KCS Board's initial approval of the Acquisition, for the KCS Board to continue to recommend the Acquisition would be a breach of the KCS Board's fiduciary duties to the KCS stockholders. (b) Within forty-five (45) days following the date of this Agreement, subject to extension for such period of time as is necessary to receive any clearances or approvals in connection with the Corporate Restructure Information Memorandum described below, TMM shall hold a meeting of its stockholders to obtain the TMM Stockholder Approval and the shares of capital stock of TMM subject to the Voting Trust shall be voted at such meeting in accordance with the terms of the Voting Trust. The Board of Directors of TMM shall recommend such approval to the TMM stockholders. TMM will provide to KCS a draft of the relevant Corporate Restructure Information Memorandum that TMM must present to the Mexican Banking and Securities Commission (COMISION NACIONAL BANCARIA Y DE VALORES) and the Mexican Stock Exchange (BOLSA MEXICANA DE VALORES, S.A. DE C.V.) with respect to the approval of this Agreement and any other matters required for review by KCS prior to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making distribution of such recommendation, or memorandum to the failure to withdraw, modify or change shareholders of TMM. TMM shall not unreasonably exclude from such recommendation, would be memorandum any information reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable lawrequested by KCS for inclusion therein. (bc) Buyer agrees to takeImmediately following TMM Stockholder Approval, in accordance with applicable law TMM shall obtain the TMMH Stockholder Approval, and TMMH shall obtain the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawMM Stockholder Approval.

Stockholder Approvals. (a) Valley Financial agrees to takeFollowing the date hereof, in accordance as soon as reasonably practicable Parent shall prepare and file with applicable law the SEC the Registration Statement containing the Proxy Statement (which Registration Statement and Proxy Statement shall comply with the rules and regulations promulgated by the SEC), and each of Parent and the Valley Financial Certificate Company shall use its reasonable best efforts to have the Registration Statement containing the Proxy Statement declared effective by the SEC as promptly as practicable thereafter and Valley Financial By-Lawsto keep the Registration Statement containing the Proxy Statement effective through the Effective Time in order to permit the consummation of Merger. The Company and its Representatives shall cooperate in the preparation of, and will be given a reasonable opportunity prior to its filing with the SEC to be involved in, the drafting of the Registration Statement containing the Proxy Statement and any amendment or supplement thereto and any such correspondence, it being understood that the obligations of Parent set forth in the preceding sentence are conditioned on the Company satisfying its obligations under this Section 5.1(a). Parent and the Company shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Registration Statement containing the Proxy Statement from the SEC. Each of Parent and the Company shall promptly furnish to each other all information, and take all such other actions (including using its reasonable best efforts to obtain any required consents of their respective independent auditors), as may reasonably be requested in connection with any action necessary to convene an appropriate meeting by any of its stockholders to consider and vote upon them in connection with the approval preceding sentences of this Agreement and Section 5.1(a). Whenever Parent or the Company learns of the occurrence of any other matters event or the existence of any fact which is required to be approved set forth in an amendment or supplement to the Registration Statement containing the Proxy Statement pursuant to applicable law, Parent or the Company, as applicable, shall promptly inform the other party of such event or fact and use its reasonable best efforts to comply with all of its obligations pursuant to this Section 5.1(a) relating to effecting such amendment or supplement to the Registration Statement containing the Proxy Statement. (b) As promptly as practicable after the date of this Agreement, Parent shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other federal or state securities laws relating to the Merger and other transactions contemplated by Valley Financial’s stockholders this Agreement (collectively, the “Other Filings”). Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Parent Common Stock, Parent Preferred Stock and Parent Warrants in the Merger, and the Company shall use its reasonable best efforts to furnish all information concerning the Company and the holders of Company Units as may be reasonably required in connection with the foregoing. At least five (5) days prior to Closing, Parent shall prepare a draft Form 8-K announcing the Closing, together with such other information that may be required to be disclosed with respect to the Merger in any report or form to be filed with the SEC (“Merger Form 8-K”), which shall be in a form reasonably acceptable to the Company and in a format acceptable for EXXXX filing. Prior to Closing, Parent and the Company shall jointly prepare the press release announcing the consummation of the Merger hereunder (including any adjournment or postponement“Merger Press Release”). Simultaneously with the Closing, Parent shall file the Merger Form 8-K with the SEC and distribute the Merger Press Release. Prior to execution and delivery of this Agreement, Parent and the Company shall prepare the press release announcing the execution and delivery of this agreement (“Agreement Press Release”). Parent shall, within the time period required by applicable securities laws, issue and distribute such Agreement Press Release. (c) Parent and the Company shall use their respective reasonable best efforts to cause the Proxy Statement, the Registration Statement and the Other Filings to comply in all material respects with all requirements of applicable law. Whenever any event occurs which is required under the Securities Act, the Exchange Act or other applicable law to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any Other Filing, Parent or the Company, as applicable, shall promptly inform the other party of such occurrence, provide the Parent or the Company, as applicable, reasonable opportunity to review and comment, and cooperate in filing with the SEC, its staff or any other Governmental Authority, as applicable, and/or mailing to Parent’s stockholders, such amendment or supplement. (d) Following the date hereof, Parent will take all action necessary in accordance with the General Corporation Law of the State of Delaware (the “Valley Financial DGCL and its certificate of incorporation and bylaws to duly call, give notice of, convene and hold an annual meeting of Parent’s stockholders (the “Parent Annual Meeting”)) to seek the Parent Stockholder Approval, including mailing the Proxy Statement to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effectiveeffective under the Securities Act. The Valley Financial Board Parent will recommend use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of the issuance of Merger Consideration (including any Parent Capital Stock issuable upon exercise or conversion of, or as dividends on, any Merger Consideration issued pursuant to this Agreement), the adoption of the Restated Parent Certificate and any other approvals required to effect the Merger and will take all other action necessary or advisable to obtain the Parent Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn or postpone the Parent Annual Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Valley Financial Proxy Statement (as determined by Parent in good faith and upon the advice of outside counsel) is provided to Parent’s stockholders approve and a reasonable time in advance of the Parent Annual Meeting (or at any adjournment or postponement thereof), or if as of the time for which the Parent Annual Meeting (or any adjournment or postponement thereof) is scheduled there are insufficient shares of Parent Common Stock represented in person or by proxy to constitute a quorum necessary to conduct the business of the Parent Annual Meeting or to adopt the this Agreement and approve the transactions contemplated hereby, provided including the Merger. The board of directors of Parent shall recommend that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach Parent’s stockholders vote in favor of the fiduciary duties Parent Stockholder Approval, the adoption of the members of Restated Parent Certificate and otherwise approve all actions contemplated by this Agreement at the Valley Financial Parent Annual Meeting (or any adjournment or postponement thereof) (the “Parent Board under applicable lawRecommendation”) and the Proxy Statement shall include the Parent Board Recommendation. (be) Buyer agrees To the extent not obtained prior to takethe date hereof, in accordance with applicable law the Company shall use its commercially reasonable efforts to obtain, immediately following the execution and delivery of this Agreement, the Buyer Certificate affirmative vote or consent, and Buyer By-Laws, all action necessary agreement to convene an appropriate meeting of its stockholders become a party to consider and vote upon this Agreement by the issuance of the Merger Consideration Company Unitholders pursuant to NASDAQ Listing Rule 5635 and pursuant to a Joinder Agreement, substantially in the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement form set forth on Exhibit G (including any adjournment or postponement, the “Buyer MeetingJoinder Agreement”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance to be bound by all of the Merger Consideration andterms and conditions, and become a party to, this Agreement as necessaryif each such Company Unitholder had signed this Agreement. Promptly following receipt of Joinder Agreements from all of the Company Unitholders, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such Company shall deliver a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making copy of such recommendation, or the failure Joinder Agreements to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawParent.

Stockholder Approvals. (a) Valley Financial agrees Raven will use its commercially reasonable efforts to take, obtain the written consent of the Raven Stockholders in accordance with applicable law Delaware Law and its Certificate of Incorporation and Bylaws. Promptly after the Valley Financial Certificate and Valley Financial By-Lawsdate hereof, Parent will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene an appropriate meeting the Parent Stockholders' Meeting to be held as promptly as practicable, and in any event within 60 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) issuing shares of Parent Common Stock by virtue of Merger I and (ii) if necessary, increasing the number of authorized shares of capital stock required to effectuate the transactions contemplated in this Agreement. Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the foregoing proposals and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make obtain such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable lawapprovals. (b) Buyer agrees Except as provided in Section 5.15(a)(ii), neither the Board of Directors of Parent nor any committee thereof shall withhold, withdraw, amend or modify, or propose publicly to takewithhold, withdraw, amend or modify, in accordance with applicable law and each case in a manner adverse to, the Buyer Certificate and Buyer By-LawsParent Recommendation or approve, all action necessary endorse or recommend, or publicly propose to convene an appropriate meeting of its stockholders approve, endorse or recommend, any Parent Acquisition Proposal, or resolve or agree to consider and vote upon the issuance do any of the Merger Consideration pursuant foregoing (a "Parent Recommendation Change"). (c) Except as provided in Section 5.15(b)(ii), neither the Board of Directors of Raven nor any committee thereof shall withhold, withdraw, amend or modify, or propose publicly to NASDAQ Listing Rule 5635 and pursuant withhold, withdraw, amend or modify, in each case in a manner adverse to Parent, the applicable section Raven Recommendation or approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Raven Acquisition Proposal, or resolve or agree to do any of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement foregoing (including any adjournment or postponement, the “Buyer Meeting”a "Raven Recommendation Change"), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable law.

Stockholder Approvals. (a) Valley Financial The Company agrees to take, take in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, its Governing Documents all action necessary to convene an appropriate a meeting of its stockholders (including any adjournment or postponement, the "COMPANY MEETING"), as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement and Plan, as well as any other matters required to be approved by Valley Financial’s the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable lawMerger. (b) Buyer agrees The board of directors of the Company has adopted resolutions recommending to take, in accordance with applicable law the stockholders of the Company the adoption of this Plan and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation or adopted in order to carry out the intentions of this Plan, and the board of directors of the Merger Company shall recommend to the Company's stockholders the approval and adoption of this Plan and the transactions contemplated by other matters required to be approved or adopted in order to carry out the Agreement (including any adjournment or postponementintentions of this Plan. Notwithstanding the foregoing, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance board of directors of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board Company may fail to make such a recommendation, or withdraw, modify modify, condition or change any such recommendation, refuse to recommend the adoption of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan if the Buyer Boardboard of directors of the Company determines, in good faith after having consulted consultation with its outside financial and considered the advice of outside counsellegal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change take such recommendation, action would be reasonably likely to constitute a breach of the its fiduciary duties of the members of the Buyer Board obligations under applicable law. Notwithstanding the foregoing, this Plan and such other matters shall be submitted to the stockholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation, PROVIDED, HOWEVER, that if the Board of Directors of the Company shall have withdrawn, modified, conditioned or refused to recommend the adoption of this Plan and such other matters in accordance with the terms of this Plan, then in submitting this Plan to the Company's stockholders, the board of directors of the Company may submit this Plan to the Company's stockholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company's stockholders in the Proxy Statement (as defined in Section 5.3(a)) or an appropriate amendment or supplement thereto to the extent required by law.

Stockholder Approvals. (a) Valley Financial agrees South Branch and Potomac agree to take, in accordance with applicable law and the Valley Financial Certificate its articles of incorporation and Valley Financial By-Lawsbylaws, all action necessary to convene an appropriate meeting of its stockholders (which in the case of South Branch or Potomac may be its regular annual meeting or a special meeting) to consider and vote upon upon, in the case of South Branch, approval of this Agreement (i) the issuance of its stock as contemplated hereby and any other matters required (ii) the amendment to be approved by Valley Financial’s stockholders for consummation South Branch's Articles of the Merger Incorporation to change South Branch's name (including any adjournment or postponement, the “Valley Financial "South Branch Meeting”") and, in the case of Potomac, the approval and adoption of this Agreement (including any adjournment or postponement, the "Potomac Meeting"), in each case as promptly as practicable after the Registration Statement is declared effective. South Branch agrees to vote all of the shares of capital stock issued by Merger Sub in favor of the Merger. The Valley Financial South Branch Board will recommend that the Valley Financial stockholders South Branch shareholders approve and adopt the Agreement Articles Amendment and the transactions issuance of stock contemplated hereby, provided that the Valley Financial South Branch Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial South Branch Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial South Branch Board under applicable law. (b) Buyer agrees to take, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Potomac Board will recommend that the Buyer Potomac stockholders approve and adopt the issuance of the Merger Consideration and, as necessary, Agreement and the transactions contemplated by the Agreementhereby, provided that the Buyer Potomac Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Potomac Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Potomac Board under applicable law.

Stockholder Approvals. (a) Valley Financial agrees The Company shall duly take all lawful action to takecall, in accordance with applicable law give notice of, convene and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary to convene an appropriate hold a meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after following the Registration Statement is declared effectivedate upon which the Form S-4 becomes effective (the "Company Stockholders Meeting") for the purpose of obtaining the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock to adopt this Agreement (the "Required Company Vote") and, except as provided hereby, shall take all reasonable action to solicit the adoption of this Agreement by such stockholders. The Valley Financial Board will of Directors of the Company shall recommend that the Valley Financial stockholders approve and adopt the adoption of this Agreement and the transactions contemplated herebyhereby by the stockholders of the Company (the "Company Recommendation"); provided, provided that however, that, if the Valley Financial Company receives a Superior Proposal, the Board of Directors of the Company may fail (x) withdraw, modify, qualify in any manner adverse to Buyer, condition or refuse to make such recommendationrecommendation or (y) take any other action or make any other public statement in connection with the Company Stockholders Meeting inconsistent with such recommendation (collectively, or withdraw, modify or change any such recommendation, a "Change in the Company Recommendation") if the Valley Financial BoardBoard of Directors of the Company determines, in good faith after having consulted consulting with its outside financial and considered the advice of outside counsellegal advisors, has determined that the making of such recommendation, or the failure to withdrawtake such action would breach, modify or change such recommendation, would reasonably be reasonably likely expected to constitute result in a breach of the of, its fiduciary duties of the members of the Valley Financial Board obligations under applicable law. Notwithstanding anything to the contrary herein, this Agreement shall (unless the Agreement shall have been terminated in accordance with its terms) be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of voting on the adoption of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation. (b) Buyer agrees shall duly take all lawful action to takecall, in accordance with applicable law give notice of, convene and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate hold a meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after following the Registration Statement is declared effective. The date upon which the Form S-4 becomes effective (the "Buyer Board will recommend that Stockholders Meeting" and together with the Company Stockholders Meeting, the "Stockholders Meetings") for the purpose of obtaining the affirmative vote of the holders of a majority of the outstanding shares of Buyer Common Stock voted in person or by proxy at the Buyer stockholders Stockholders Meeting to approve the issuance of the shares of Buyer Common Stock pursuant to the Merger Consideration and the Financings (the "Required Buyer Vote") and, except as necessaryprovided hereby, the transactions contemplated shall take all reasonable action to solicit such approval by its stockholders. The Board of Directors of Buyer shall recommend such approval by the Agreementstockholders of Buyer (the "Buyer Recommendation"); provided, provided that the Buyer Board may fail to make such a recommendationhowever, or withdraw, modify or change any such recommendationthat, if the Buyer Boardreceives a Superior Proposal, the Board of Directors of Buyer may (x) withdraw, modify, qualify in any manner adverse to the Company, condition or refuse to make such recommendation or (y) take any other action or make any other public statement in connection with the Buyer Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in Buyer Recommendation") if the Board of Directors of Buyer determines, in good faith after having consulted consulting with its outside financial and considered the advice of outside counsellegal advisors, has determined that the making of such recommendation, or the failure to withdrawtake such action would breach, modify or change such recommendation, would reasonably be reasonably likely expected to constitute result in a breach of the its fiduciary duties of the members of the Buyer Board obligations under applicable law. Notwithstanding anything to the contrary herein, this Agreement shall be submitted to the stockholders of Buyer at the Buyer Stockholders Meeting for the purpose of voting or the adoption of this Agreement and nothing contained herein shall be deemed to relieve Buyer of such obligation.

Stockholder Approvals. (a) Valley Financial agrees to takeBy no later than twenty-five (25) calendar days after the Closing Date, the Company shall file with the Commission a definitive proxy statement, in the form which has been previously reviewed by the Purchasers and Xxxxxxx Xxxx & Xxxxx LLP, at the expense of the Company, for a special meeting of holders of Common Stock (the "Nasdaq Stockholder Meeting"), soliciting each such stockholder's affirmative vote at the Nasdaq Stockholder Meeting for approval of resolutions providing for: (i) the Company's issuance of all of the shares of Common Stock upon conversion of the Amended and Restated Series A Notes in accordance with applicable law and the Valley Financial Certificate rules and Valley Financial By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation regulations of the Merger Principal Market without giving effect to the Exchange Cap (including any adjournment or postponementas defined the Amended and Restated Series A Notes), (ii) the adjustment of the Conversion Price (as defined in the New Notes) to the Transaction Price, as may be further amended pursuant to the terms set forth in the New Notes, (iii) the adjustment of the Conversion Price (as defined in the Amended and Restated Series B Notes) to the Transaction Price, as may be further amended pursuant to the terms set forth in the Amended and Restated Series B Notes, (iv) the adjustment of the Exercise Price (as defined in the New Warrants) to the Transaction Price, as may be further amended pursuant to the terms set forth in the New Warrants, (v) the adjustment of the Exercise Price (as defined in the Amended and Restated Warrants) to the Transaction Price, as may be further amended pursuant to the terms set forth in the Amended and Restated Warrants and (vi) the elimination of clause (i) of the definition of Floor Price (as defined in the Amended and Restated Series B Notes (such affirmative approvals being referred to herein collectively as the "Nasdaq Stockholder Approval" and the date such Nasdaq Stockholder Approval is obtained, the “Valley Financial Meeting”"Nasdaq Stockholder Approval Date"), as . The Nasdaq Stockholder Meeting shall be promptly as practicable called and held not later than sixty (60) calendar days after the Registration Statement is declared effective. The Valley Financial Board will recommend that Closing Date (the Valley Financial stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable law"Nasdaq Stockholder Meeting Deadline"). (b) Buyer agrees The Company previously filed with the Commission a definitive proxy statement for its annual meeting of holders of Common Stock (the "Authorized Stockholder Meeting" and together with the Nasdaq Stockholder Meeting, the "Stockholder Meetings"), soliciting each such stockholder's affirmative vote at the Authorized Stockholder Meeting for approval of resolutions providing for the increase of the authorized shares of Common Stock to takenot less than 200,000,000 shares of Common Stock (such affirmative approvals being referred to herein collectively as the "Authorized Stockholder Approval" and together with the Nasdaq Stockholder Approval, the "Stockholder Approvals" and the date such Authorized Stockholder Approval is obtained, the "Authorized Stockholder Approval Date" and together with the Nasdaq Stockholder Approval Date, the "Stockholder Approval Date"). The Authorized Stockholder Meeting shall be promptly called and held not later than June 23, 2023 (the "Authorized Stockholder Meeting Deadline" and together with the Nasdaq Stockholder Meeting Deadline, the "Stockholder Meeting Deadline"), and shall promptly, but in any event within one (1) Business Day of the Authorized Stockholder Approval Date, effect any related amendment to its Certificate of Incorporation to give effect to the Authorized Stockholder Approval. (c) The Company shall use its best efforts to solicit its stockholders' approval of such resolutions in connection with the Stockholder Approvals, including, without limitation, by causing (x) the Board to unanimously recommend to the stockholders of the Company that they approve such resolutions, (y) its officers and directors who hold shares of Common Stock to be present, either in person or by proxy, at the Stockholder Meeting for quorum purposes and (z) such officers and directors to vote their respective shares of Common Stock in accordance with the Board's recommendation. The Company shall be obligated to use its best efforts to obtain each Stockholder Approval by the applicable law and Stockholder Meeting Deadline. If, despite the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant Company's best efforts any Stockholder Approval is not obtained on or prior to the applicable section of Stockholder Meeting Deadline, the NCBCA and any other matters required Company shall cause an additional Stockholder Meeting to be approved by Buyer’s stockholders for consummation of held every ninety (90) days thereafter until such Stockholder Approval is obtained. Notwithstanding the Merger and the transactions contemplated by the Agreement (including any adjournment or postponementforegoing, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach receive any Stockholder Approval shall not relieve the Company of the fiduciary duties of the members of the Buyer Board under applicable lawits obligations hereunder.

Stockholder Approvals. (a) Valley Financial agrees The Board of Directors of the Company has resolved to take, in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary recommend to convene an appropriate meeting of its stockholders that they approve this Agreement, and will submit to consider and vote upon the approval of its stockholders this Agreement and any other matters required to be approved by Valley Financial’s its stockholders for consummation in order to carry out the intentions of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effectivethis Agreement. The Valley Financial Board of Directors of Parent has resolved to recommend to its stockholders that they approve the Parent Stockholder Matters, and will recommend submit to its stockholders the Parent Stockholder Matters and any other matters required to be approved by its stockholders in order to carry out the intentions of this Agreement. In furtherance of that the Valley Financial stockholders approve and adopt the Agreement obligation, each of Parent and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable law. (b) Buyer agrees to Company shall take, in accordance with applicable law and the Buyer Certificate Company Charter and Buyer By-LawsCompany Bylaws (in the case of the Company) and the Parent Articles and Parent Bylaws (in the case of Parent), all action necessary to convene an appropriate a meeting of its respective stockholders (such meetings, the “Company Meeting” and the “Parent Meeting”, respectively) to consider be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Company Vote and vote the Requisite Parent Vote, as applicable, required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s its respective stockholders for consummation in order to carry out the intentions of this Agreement. The Board of Directors of the Merger Company shall use its reasonable best efforts to obtain from the stockholders of the Company the Requisite Company Vote, and the Board of Directors of Parent shall use its reasonable best efforts to obtain from the stockholders of Parent the Requisite Parent Vote, in each case including by communicating to its respective stockholders its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of the Company, they adopt and approve this Agreement and the transactions contemplated by hereby, and in the case of Parent, that they approve the Parent Stockholder Matters. Each of Parent and the Company shall engage a proxy solicitor reasonably acceptable to the other party to assist in the solicitation of proxies from stockholders relating to the Requisite Parent Vote and the Requisite Company Vote, respectively. However, if the Board of Directors of the Company, after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors, determines in good faith that it would reasonably be expected to violate its fiduciary duties under applicable law to, or to continue to, recommend this Agreement, then in submitting this Agreement (including any adjournment or postponementto its stockholders, the “Buyer Meeting”Board of Directors of the Company may submit this Agreement to its stockholders without recommendation, or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), as promptly as practicable after in which event the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of Directors of the Merger Consideration and, as necessary, Company may communicate the transactions contemplated basis for its lack of a recommendation or change in its recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by the Agreement, law; provided that the Buyer Board of Directors of the Company may fail not take any actions under this sentence unless (i) it gives Parent at least five (5) business days’ prior written notice of its intention to make take such action and a recommendationreasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the identity of the person making such Acquisition Proposal, the latest material terms and conditions of such Acquisition Proposal, or withdrawany amendment or modification thereof, modify or change describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any such recommendationamendment or modification to this Agreement proposed by Parent, if the Buyer Board, and after having consulted with and considered receiving the advice of its outside counselcounsel and, has determined with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement. 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. The Company acknowledges that Parent may submit to its stockholders at the making Parent Meeting a proposal to amend the terms of such recommendation, the Parent Bylaws to increase the maximum size of the Board of Directors of Parent from sixteen (16) to seventeen (17) members. (b) Parent and the Company shall adjourn or postpone the Parent Meeting or the failure to withdrawCompany Meeting, modify as applicable, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Parent Common Stock or change such recommendationCompany Common Stock, would be reasonably likely as applicable, represented (either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting, or if on the date of such meeting, the Parent or the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Parent Vote or the Requisite Company Vote, as applicable, and subject to the terms and conditions of this Agreement, Parent and the Company shall continue to use all reasonable best efforts, together with their respective proxy solicitors, to assist in the solicitation of proxies from stockholders relating to the Requisite Parent Vote or the Requisite Company Vote, as applicable. Parent and the Company shall only be required to adjourn or postpone the Parent Meeting or the Company Meeting, as applicable, twice pursuant to this Section 6.3(b). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Parent Meeting and the Company Meeting shall be convened, and the Parent Stockholder Matters and this Agreement shall be submitted to the stockholders of Parent and the Company at the Parent Meeting and the Company Meeting, as applicable, for the purpose of obtaining the Requisite Parent Vote or Requisite Company Vote, as applicable, and nothing contained herein shall be deemed to relieve either party of such obligation. (c) Parent and the Company shall cooperate to schedule and convene the Parent Meeting and the Company Meeting on the same date. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the fiduciary duties Joint Proxy Statement to the stockholders of the members of the Buyer Board under applicable laweach party.

Stockholder Approvals. (a) Valley Financial agrees The Board of Directors of the Company has resolved to take, in accordance with applicable law and the Valley Financial Certificate and Valley Financial By-Laws, all action necessary recommend to convene an appropriate meeting of its stockholders that they approve this Agreement, and will submit to consider and vote upon the approval of its stockholders this Agreement and any other matters required to be approved by Valley Financial’s its stockholders for consummation in order to carry out the intentions of the Merger (including any adjournment or postponement, the “Valley Financial Meeting”), as promptly as practicable after the Registration Statement is declared effectivethis Agreement. The Valley Financial Board of Directors of Parent has resolved to recommend to its stockholders that they approve the Parent Stockholder Matters, and will recommend submit to its stockholders the Parent Stockholder Matters and any other matters required to be approved by its stockholders in order to carry out the intentions of this Agreement. In furtherance of that the Valley Financial stockholders approve and adopt the Agreement obligation, each of Parent and the transactions contemplated hereby, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board under applicable law. (b) Buyer agrees to Company shall take, in accordance with applicable law and the Buyer Certificate Company Charter and Buyer By-LawsCompany Bylaws (in the case of the Company) and the Parent Articles and Parent Bylaws (in the case of Parent), all action necessary to convene an appropriate a meeting of its respective stockholders (such meetings, the “Company Meeting” and the “Parent Meeting”, respectively) to consider be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Company Vote and vote the Requisite Parent Vote, as applicable, required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s its respective stockholders for consummation in order to carry out the intentions of this Agreement. The Board of Directors of the Merger Company shall use its reasonable best efforts to obtain from the stockholders of the Company the Requisite Company Vote, and the Board of Directors of Parent shall use its reasonable best efforts to obtain from the stockholders of Parent the Requisite Parent Vote, in each case including by communicating to its respective stockholders its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of the Company, they adopt and approve this Agreement and the transactions contemplated by hereby, and in the case of Parent, that they approve the Parent Stockholder Matters. Each of Parent and the Company shall engage a proxy solicitor reasonably acceptable to the other party to assist in the solicitation of proxies from stockholders relating to the Requisite Parent Vote and the Requisite Company Vote, respectively. However, if the Board of Directors of the Company, after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors, determines in good faith that it would reasonably be expected to violate its fiduciary duties under applicable law to, or to continue to, recommend this Agreement, then in submitting this Agreement (including any adjournment or postponementto its stockholders, the “Buyer Meeting”Board of Directors of the Company may submit this Agreement to its stockholders without recommendation, or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), as promptly as practicable after in which event the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of Directors of the Merger Consideration and, as necessary, Company may communicate the transactions contemplated basis for its lack of a recommendation or change in its recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by the Agreement, law; provided that the Buyer Board of Directors of the Company may fail not take any actions under this sentence unless (i) it gives Parent at least five (5) business days’ prior written notice of its intention to make take such action and a recommendationreasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the identity of the person making such Acquisition Proposal, the latest material terms and conditions of such Acquisition Proposal, or withdrawany amendment or modification thereof, modify or change describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any such recommendationamendment or modification to this Agreement proposed by Parent, if the Buyer Board, and after having consulted with and considered receiving the advice of its outside counselcounsel and, has determined with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement. 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. The Company acknowledges that Parent may submit to its stockholders at the making Parent Meeting a proposal to amend the terms of such recommendation, the Parent Bylaws to increase the maximum size of the Board of Directors of Parent from sixteen (16) to seventeen (17) members. -45- (b) Parent and the Company shall adjourn or postpone the Parent Meeting or the failure to withdrawCompany Meeting, modify as applicable, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Parent Common Stock or change such recommendationCompany Common Stock, would be reasonably likely as applicable, represented (either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting, or if on the date of such meeting, the Parent or the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Parent Vote or the Requisite Company Vote, as applicable, and subject to the terms and conditions of this Agreement, Parent and the Company shall continue to use all reasonable best efforts, together with their respective proxy solicitors, to assist in the solicitation of proxies from stockholders relating to the Requisite Parent Vote or the Requisite Company Vote, as applicable. Parent and the Company shall only be required to adjourn or postpone the Parent Meeting or the Company Meeting, as applicable, twice pursuant to this Section 6.3(b). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Parent Meeting and the Company Meeting shall be convened, and the Parent Stockholder Matters and this Agreement shall be submitted to the stockholders of Parent and the Company at the Parent Meeting and the Company Meeting, as applicable, for the purpose of obtaining the Requisite Parent Vote or Requisite Company Vote, as applicable, and nothing contained herein shall be deemed to relieve either party of such obligation. (c) Parent and the Company shall cooperate to schedule and convene the Parent Meeting and the Company Meeting on the same date. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the fiduciary duties Joint Proxy Statement to the stockholders of the members of the Buyer Board under applicable laweach party.

Stockholder Approvals. (a) Valley Financial agrees to Each of them shall take, in accordance with applicable law law, National Association of Securities Dealers rules and the Valley Financial Certificate its respective articles or certificate of incorporation and Valley Financial Byby-Lawslaws, all action necessary to convene convene, respectively, an appropriate meeting of its stockholders of ExecuFirst to consider and vote upon the issuance of the shares of the Surviving Corporation Common Stock to be issued in the Merger pursuant to this Plan and to vote on any other stockholder approval matters required for or incidental to consummation of the Merger including the approval of the Amended and Restated Surviving Corporation Option Plan (the "ExecuFirst Meeting"), and an appropriate meeting of stockholders of Republic to consider and vote upon the approval of this Agreement Plan and to vote on any other stockholder approval matters required for or incidental to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponementthe "Republic Meeting"; each of the ExecuFirst Meeting and the Republic Meeting, the “Valley Financial a "Meeting”"), respectively, as promptly as practicable after the Registration Statement (as defined in Section 5.03) is declared effective. The Valley Financial Subject to Section 5.06 and the next succeeding sentence, the Board of Directors of each of ExecuFirst and Republic will recommend that the Valley Financial stockholders approve such approval, and adopt the Agreement each of ExecuFirst and the transactions contemplated herebyRepublic will take all reasonable lawful action to solicit such approval by its respective stockholders. The Board of Directors of ExecuFirst or Republic, provided that the Valley Financial Board acting on behalf of ExecuFirst or Republic, respectively, may fail to make such recommendation, or withdraw, modify or change any such recommendation, recommendation if the Valley Financial Boardand only if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure so to withdraw, modify or change such its recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Valley Financial Board such directors under applicable law. (b) Buyer agrees . Notwithstanding anything to takethe contrary contained herein, in accordance with applicable law and the Buyer Certificate and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the issuance each of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 Stock Option Agreements shall be effective on its own terms and pursuant to the applicable section an obligation of each party, independent of the NCBCA provisions of this Section 5.02 and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawSection 5.06.

Stockholder Approvals. (a) Valley Financial agrees to Parent will take, in accordance with applicable law Law and the Valley Financial Certificate its certificate of incorporation, bylaws and Valley Financial By-Lawsother governing documents, all action necessary to convene an appropriate a meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial Parent Meeting”), ) as promptly as practicable after for the Registration Statement is declared effective. The Valley Financial Board will recommend that purpose of obtaining the Valley Financial stockholders approve and adopt approval, pursuant to NASDAQ Listing Rule 5635(e)(4), of a majority of votes cast by the Agreement holders of Parent Common Stock present in person or represented by proxy at the Parent Meeting for the issuance of Parent Common Stock in the Merger, the Parent Equity Offering and the transactions contemplated herebyInvestor Financing (the “Parent Stockholder Approval”). Subject to fiduciary obligations under applicable Law, provided that the Valley Financial Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making Directors of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach Parent shall recommend approval of the fiduciary duties issuance of shares of Parent Common Stock in connection with the members Merger and shall take all lawful action to solicit such approval. In the event that subsequent to the date hereof, the Board of Directors of Parent determines that this Agreement is no longer advisable and either makes no recommendation or recommends that its stockholders reject this Agreement (a “Change in the Valley Financial Board under applicable lawParent Recommendation”), Parent shall nevertheless submit this Agreement to its stockholders for adoption at the Parent Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Parent Meeting. (b) Buyer agrees to As promptly as practicable, the Company will take, in accordance with applicable law Law and the Buyer Certificate its certificate of incorporation, bylaws and Buyer By-Lawsother governing documents, all action necessary to either (i) convene an appropriate a meeting of its stockholders to consider and vote upon the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Company Meeting”), ) as promptly as practicable after for the Registration Statement is declared effective. The Buyer Board will recommend that purpose of obtaining the Buyer stockholders approve Company Stockholder Approval, or (ii) obtain the issuance Company Stockholder Approval by written stockholder consents (collectively, the “Company Written Consent”) pursuant to Section 228 of the Merger Consideration DGCL. Subject to fiduciary obligations under applicable Law, the Board of Directors of the Company shall recommend approval of the Merger, and, as necessary, the transactions contemplated unless prohibited by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the its fiduciary duties of the members of the Buyer Board under applicable law, shall take all lawful action to solicit such approval. Pursuant to Section 146 of the DGCL, the Company shall submit the matters consituting the Company Stockholder Approval to a vote of the stockholders at the Company Meeting, or shall seek to obtain the Company Written Consent with respect thereto, whether or not the Board of Directors of the Company determines at any time subsequent to the date of this Agreement that this Agreement, the Merger, or any related matter is no longer advisable and recommends that the stockholders reject or vote against the matter unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholder Approval.

Stockholder Approvals. (a) Valley Financial agrees to takePromptly after the date hereof, Seller shall take all action necessary in accordance with applicable law the DGCL and the Valley Financial its Certificate of Incorporation and Valley Financial By-LawsBylaws, all action necessary each as currently in effect, to (i) convene an appropriate a special meeting of its stockholders the Seller Stockholders to consider and vote be held as promptly as practicable for the purpose of voting upon the approval and adoption of this Agreement and any other matters required to be approved by Valley Financial’s stockholders for consummation each of the Merger (including any adjournment or postponementSeller Ancillary Agreements, the “Valley Financial approval of the transactions contemplated hereby and thereby and the waiver of all covenants by which Seller is bound pursuant to its Amended and Restated Stockholders Agreement which covenants, if not waived, would be breached by Seller as a result of the transactions contemplated by this Agreement (the "Seller Stockholders' Meeting”"), or (ii) obtain the written consent of the Seller Stockholders for the approval and adoption of this Agreement and each of the Seller Ancillary Agreements, the approval of the transactions contemplated hereby and thereby and the waiver of all covenants by which Seller is bound pursuant to its Amended and Restated Stockholders Agreement which covenants, if not waived, would be breached by Seller as promptly a result of the transactions contemplated by this Agreement (the "Seller Stockholders' Consent"). If Seller elects to convene the Seller Stockholders' Meeting in lieu of obtaining the Seller Stockholders' Consents, Seller shall ensure that the Seller Stockholders' Meeting is called, noticed, convened, held and conducted in compliance with the DGCL, its Certificate of Incorporation and Bylaws, each as practicable after currently in effect, and all other Applicable Legal Requirements. Seller's Board of Directors shall, at the Registration Statement is declared effective. The Valley Financial Board will Seller Stockholders' Meeting or in connection with obtaining the Seller Stockholders Consent, as applicable, recommend that the Valley Financial stockholders Seller Stockholders vote in favor of and approve and adopt the this Agreement and the Seller Ancillary Agreements, approve the transactions contemplated hereby, provided that the Valley Financial Board may fail hereby and thereby and waive all covenants by which Seller is bound pursuant to make such recommendation, or withdraw, modify or change any such recommendationits Amended and Restated Stockholders Agreement which covenants, if the Valley Financial Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendationnot waived, would be reasonably likely to constitute breached by Seller as a breach result of the fiduciary duties transactions contemplated by this Agreement; Seller's Board of Directors shall not withdraw, amend or modify, in a manner adverse to DoveBid or Buyer, its recommendations as set forth in this sentence. Buyer shall cause the holders of proxies under the Voting Agreements to vote Seller Common Stock to vote for or consent to, as applicable, the approval and adoption of this Agreement and each of the members Seller Ancillary Agreements and the approval of the Valley Financial Board under applicable lawtransactions contemplated hereby and thereby. (b) Buyer agrees to takePromptly after the date hereof, DoveBid shall take all action necessary in accordance with the DGCL, applicable law California law, and its Certificate of Incorporation and Bylaws, each as currently in effect, to obtain the written consent of DoveBid's stockholders for: (i) the approval and adoption of the Restated Certificate; (ii) the approval and adoption of the Rights Agreement; and (iii) the approval and adoption of the Stockholders' Agreement. DoveBid's Board of Directors shall recommend (A) that DoveBid's stockholders vote in favor of and approve and adopt the Restated Certificate and (B) that the parties to the Existing Rights Agreement and the Buyer Certificate Existing Stockholders' Agreement approve and Buyer By-Laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon adopt the issuance of the Merger Consideration pursuant to NASDAQ Listing Rule 5635 and pursuant to the applicable section of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger Rights Agreement and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effectiveStockholders Agreement. The Buyer DoveBid's Board will recommend that the Buyer stockholders approve the issuance of the Merger Consideration and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or Directors shall not withdraw, modify amend or change any such recommendationmodify, if in a manner adverse to Seller, its recommendations as set forth in the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Buyer Board under applicable lawpreceding sentence.

Stockholder Approvals. (a) Valley Financial agrees to Each of them shall take, as soon as practicable, in accordance with applicable law law, applicable stock exchange rules and the Valley Financial Certificate their respective articles or certificate of incorporation and Valley Financial Byby-Lawslaws, all action necessary to convene convene, respectively, an appropriate meeting of its stockholders of Dana to consider and vote upon the approval of the issuance of sxxxxs of Dana Common Stock pursuant to this Agreement and any other mattexx xequired to be approved by Dana stockholders for consummation of the Merger (including any xxxxurnment or postponement, the "Dana Meeting"), and an appropriate meeting of stockholders of thx Xxmpany to consider and vote upon the approval of this Agreement Agreement, the Merger and any other matters required to be approved by Valley Financial’s the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the “Valley Financial "Company Meeting”"; and each of the Dana Meeting and the Company Meeting, a "Meeting"), as respectively, xx promptly as practicable after the Registration Statement is declared effectivedate hereof. The Valley Financial Board will recommend that the Valley Financial stockholders approve and adopt the Agreement of Directors of each of Dana and the transactions contemplated herebyCompany shall recommend such approval, provided that and each of Xxxx and the Valley Financial Company shall take all reasonable lawful action to xxxxcit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may fail to make such recommendation, withdraw or withdraw, modify its approval or change any such recommendation, recommendation of this Agreement or the Merger if the Valley Financial BoardBoard of Directors of the Company, after having consulted with and considered the advice of outside counsel, has determines that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the making of such recommendation, or the failure refusal to withdraw, modify or change such recommendation, do so would be reasonably likely to constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the members CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Valley Financial Merger or the issuance of shares of Dana Common Stock in the Merger if the Board of Directors of Danx, xfter having consulted with outside counsel, determines thxx xhe refusal to do so would constitute a breach by the Board of Directors of Dana of their fiduciary duties under applicable lawlaws. (b) Buyer agrees The Company shall promptly (within 8 hours) advise Dana orally and in writing of its receipt of any proposal or inqxxxx which may be or may result in a Superior Proposal, of the substance thereof, and of the identity of the person making such proposal or inquiry. The Company will keep Dana fully informed of the status and material details of any suxx xroposal or inquiry or negotiations or discussions relating thereto. (c) Prior to takeapproving or recommending (and, in accordance with applicable law and connection therewith, withdrawing or modifying its approval or recommendation of this Agreement or the Buyer Certificate and Buyer By-LawsMerger) a third party proposal as a Superior Proposal pursuant to Section 6.2(a), all action necessary the Company shall, unless to convene an appropriate meeting do so would constitute a breach by the Board of its stockholders to consider and vote upon the issuance Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA, first offer Dana and Merger Consideration pursuant Sub the right to NASDAQ Listing Rule 5635 and pursuant propose alterations to the applicable section termx xx the Merger Agreement. If after considering such proposed alterations, the Board of Directors of the NCBCA and any other matters required to be approved by Buyer’s stockholders for consummation of the Merger and the transactions contemplated by the Agreement (including any adjournment or postponement, the “Buyer Meeting”), as promptly as practicable after the Registration Statement is declared effective. The Buyer Board will recommend Company determines that the Buyer stockholders approve the issuance of the Merger Consideration third party proposal is a Superior Proposal and, as necessary, the transactions contemplated by the Agreement, provided that the Buyer Board may fail to make such a recommendation, or withdraw, modify or change any such recommendation, if the Buyer Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdrawapprove or recommend (and, in connection therewith, withdraw or modify its approval or change recommendation of this Agreement or the Merger) such recommendation, Superior Proposal would be reasonably likely to constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the members CBCA, then the Company's Board of Directors may approve or recommend (and, in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) such Superior Proposal; provided, however, that nothing contained in Section 6.2(a) shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such other disclosure to the Company's stockholders which, in the reasonable determination of the Buyer Board of Directors of the Company after consultation with outside counsel, may be required under applicable law. Any such initial disclosure pursuant to Rules 14d-9 and 14e-2(a) shall be consistent with the recommendation of the Board of Directors of the Company in Section 6.2(a), and all disclosures pursuant to Rules 14d-9 and 14e-2(a) (initial or otherwise) shall be in a form that has been reviewed by Dana.