Affiliate and Support Agreements. Within 10 days of the date of this Plan, Shore Bancshares shall deliver or cause to be delivered to Talbot Bancshares memoranda substantially in the form attached as Appendix VI (the "Shore Bancshares Affiliates' Memoranda") and agreements substantially in the form attached as Appendix VIII (the "Shore Bancshares Support Agreements") from each of its executive officers and directors (and shall use commercially reasonable efforts to obtain and deliver such memoranda from each stockholder of Shore Bancshares who may be restricted under the accounting rules applicable to a pooling-of-interests. Under the terms of the Shore Bancshares Affiliates' Memoranda, each such officer, director or stockholder shall acknowledge and agree to abide by all limitations imposed by the accounting rules for the Merger to be accounted for as a pooling-of-interests. Under the terms of the Shore Bancshares Support Agreements, each such officer or director shall agree to support and vote the shares of Common Stock of Shore Bancshares owned or controlled by him or her to ratify and confirm this Plan and the Merger.
Affiliate and Support Agreements. Within 10 days of the date of this Plan, Talbot Bancshares shall deliver or cause to be delivered to Shore Bancshares memoranda substantially in the form attached as Appendix VII (the "Talbot Bancshares Affiliates' Memoranda") and agreements substantially in the form attached as Appendix IX (the "Talbot Bancshares Support Agreements") from each of its executive officers and directors (and shall use commercially reasonable efforts to obtain and deliver such memoranda from each stockholder of Talbot Bancshares who (a) may be deemed to be an "affiliate" of Talbot Bancshares, as that term is defined for purposes of the SEC Rules 145 and 405, or (b) may be restricted under the accounting rules applicable to a pooling-of- interests). Under the terms of the Talbot Bancshares Affiliates' Memoranda, each such officer, director or stockholder shall acknowledge and agree (i) to abide by all limitations imposed by the Securities Act and by all rules, regulations, and releases promulgated thereunder by the SEC with respect to the sale or other disposition of the shares of the Common Stock of Shore Bancshares to be received by such person pursuant to the Merger, and (ii) to abide by all limitations imposed by the accounting rules for the Merger to be accounted for as a pooling-of-interests. Under the terms of the Talbot Bancshares Support Agreements, each such officer or director shall agree to support and vote the shares of Common Stock of Talbot Bancshares owned or controlled by him or her to ratify and confirm this Plan and the Merger.
Affiliate and Support Agreements. As of the date hereof, SBKC shall have received from each director and executive officer of First Commerce set forth in Section 5.30 of the First Commerce Disclosure Memorandum the First Commerce Affiliate and Support Agreements referred to in Section 5.30.
