Common use of Certain Actions Clause in Contracts

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit Neither Company nor any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, Subsidiaries (i) shall solicit, initiate, solicitparticipate in discussions of, or encourage or take any other action to facilitate, facilitate (including by way of the disclosing or furnishing information, of any Acquisition Proposal, as defined in Section 6.11(e)(i), information that it is not legally obligated to disclose or furnish) any inquiries with respect to inquiry or the making of any proposal relating to any Acquisition Proposal, Proposal (as defined below) with respect to itself or any of its Subsidiaries or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or participate in understanding (whether written or oral) regarding any discussions proposal or negotiations withtransaction providing for or requiring it to abandon, furnish any information relating terminate or fail to ANNB consummate the transactions contemplated by this Agreement, or any of its Subsidiaries under any of the ANNB Subsidiaries instances described in this clause. Company and Company Bank shall immediately instruct and otherwise use their best efforts to cause their directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney, or afford access to the business, properties, assets, books or records of ANNB accountant retained by it or any of the ANNB its Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 such prohibitions. Company and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB Company Bank shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB or its Representatives shall promptly after Notwithstanding the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to foregoing, in the event Company receives an unsolicited bona fide Acquisition Proposal with or for the benefit (as defined below) and Company’s Board of ANNB to promptly return or destroy (which destruction shall be certified Directors concludes in writing by good faith that such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal constitutes or is reasonably likely to ANNB or result in a Superior Proposal (as defined below), Company may, and may permit its businessesSubsidiaries and its and their representatives to, operations or affairs heretofore furnished by ANNB or take any action described in this Section 4.2 to the extent that the Board of Directors of Company concludes in good faith (after receipt of advice from its legal counsel) that failure to take such actions would more likely than not result in a violation of its Representatives fiduciary duties under applicable law. Prior to such Person or providing any of such Person’s Representatives in accordance with the terms of any nonpublic information permitted to be provided pursuant to this Section 4.2, Company shall have entered into a confidentiality agreement with such Person third party on terms no less favorable to Company than the Confidentiality Agreement dated March 14, 2008 entered into between Company and to destroy all summariesParent. Company will promptly advise Parent following receipt of any Acquisition Proposal of the substance thereof (including the identity of the person making such Acquisition Proposal), analyses or extracts and will keep Parent apprised of or based upon such information in any related developments, discussions and negotiations (including the possession terms and conditions of such Person or any of such Person’s Representativesthe Acquisition Proposal) on a current basis. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of Except with respect to this Agreement through and the Effective Time, transactions contemplated hereby and except as otherwise permitted by in this Section 6.117.4, ANNB the Company will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, facilitate (including by way of furnishing non-public information, ) any Acquisition Proposal, Proposal (as defined in Section 6.11(e)(i), below) or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information relating to ANNB the Company or any of the ANNB its Subsidiaries or afford access to the business, properties, assets, books or records of ANNB the Company or any of the ANNB Subsidiariesits Subsidiaries to, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or Proposal, (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or any Acquisition Proposal, (iv) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal, (v) fail to make, withdraw or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 7.5 hereof, or (vi) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. (b) Notwithstanding anything in this Agreement herein to the contrary, ANNB the Company and its Board of Directors shall be permitted (i) to comply with requirements under Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal (provided that the Board of Directors of ANNB the Company shall not withdraw or modify in a an adverse manner adverse its approval recommendation referred to FNB the ANNB Recommendation in Section 7.5 hereof except as set forth in subsection (iii) below), (ii) to engage in any discussions or negotiations with, and or provide any information to, any third party person in response to a Superior Proposal, Proposal (as defined in Section 6.11(e)(ii), below) by any such third partyperson, if and only to the extent that (x) ANNBthe Company’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their inconsistent with its fiduciary duties to the Company’s shareholders under applicable Lawlaw, (y) prior to providing any information or data to any third party person in connection with a Superior Proposal by any such third partyperson, ANNBthe Company’s Board of Directors receives from such third party person an executed confidentiality agreement, which confidentiality agreement on terms shall be no less favorable to ANNB the Company than those contained in the Confidentiality Agreements between ANNB and FNB, Agreement (a copy of which executed confidentiality agreement shall have been provided to FNB the Parent for informational purposes purposes), and (z) at least 48 hours prior to providing any information or data to any third party person or entering into discussions or negotiations with any third partyperson, ANNB promptly the Company notifies FNB Parent in writing promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such third party person and the material terms and conditions of any such Superior Proposal inquiries, proposals or offers, and (iii) to withdraw, modify, qualify withdraw or modify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for Parent its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior referred to the termination of this Agreement. in Section 7.5 hereof in order to accept a Superior Proposal. The Company will promptly (c) ANNB will promptly, and in any event within 24 hours, ) notify FNB Parent in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (dc) ANNB The Company agrees that it will, and will cause the ANNB its Representatives to, immediately cease and cause to be terminated any activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (ed) For purposes of this AgreementSection 7.4:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB PVFC will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB PVFC Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB PVFC or any of the ANNB PVFC Subsidiaries or afford access to the business, properties, assets, books or records of ANNB PVFC or any of the ANNB PVFC Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB PVFC and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB PVFC shall not withdraw or modify in a manner adverse to FNB the ANNB PVFC Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNBPVFC’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNBPVFC’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB PVFC than those contained in the Confidentiality Agreements between ANNB PVFC and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB PVFC promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB PVFC Recommendation (the “Change in ANNB PVFC Recommendation”) if ANNBPVFC’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB in PVFC Recommendation, this Agreement shall be submitted to the shareholders of ANNB PVFC at the ANNB PVFC Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB PVFC of such obligation; provided, however, that if the Board of Directors of ANNB PVFC shall have effected a Change of ANNB in PVFC Recommendation, then the Board of Directors of ANNB PVFC may submit this Agreement to ANNBPVFC’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB PVFC may communicate the basis for its lack of a recommendation to ANNBPVFC’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable lawLaw. In addition to the foregoing, ANNB PVFC shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB PVFC will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB PVFC agrees that it will, and will cause the ANNB PVFC Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB PVFC or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB PVFC to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNBPVFC) all information, documents and materials relating to an Acquisition Proposal or to ANNB PVFC or its businesses, operations or affairs heretofore furnished by ANNB PVFC or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement:

Certain Actions. (a) From None of the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize Company or permit any of its Company Subsidiary or their directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates officers or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, employees (i) shall solicit, initiate, solicitparticipate in discussions of, or encourage or take any other action to facilitate, facilitate (including by way of the disclosing or furnishing information, of any Acquisition Proposal, as defined in Section 6.11(e)(i), information that it is not legally obligated to disclose or furnish) any inquiries with respect to inquiry or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise proposal relating to an Acquisition Proposal. Transaction (bas defined below) Notwithstanding anything or a potential Acquisition Transaction with respect to the Company or any Company Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any Acquisition Transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Company Subsidiary under any of the instances described in this Agreement clause. The Company shall immediately instruct and otherwise use its best efforts to cause its agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by the contraryCompany or any Company Subsidiary), ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB such prohibitions. The Company shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB Notwithstanding the foregoing, upon receipt of a bona fide, written proposal or its Representatives shall promptly offer unsolicited after the date of this Agreement instruct each hereof made by any Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy group (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB other than Purchaser or any of its Representatives affiliates) with respect to an Acquisition Transaction that the Board of Directors of the Company determines, in good faith, could result in a Superior Proposal (as defined below), the Company may provide information at the request of, or enter into negotiations with a third party with respect to such Person or Acquisition Transaction, and provided, further, that the Company shall provide to Purchaser concurrently any of information it provides to such Person’s Representatives third party which it has not previously provided to Purchaser. The Company shall promptly notify Purchaser orally and in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information writing in the possession event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such Person or any of such Person’s Representativesinquiries. (e) For purposes of this Agreement:

Certain Actions. (a) From Neither GBC nor any of its Subsidiaries (i) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the date disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to any Acquisition Proposal (as defined below) or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement or understanding (whether written or oral) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement through Agreement, under any of the Effective Time, except as otherwise permitted by instances described in this Section 6.11, ANNB will not, 5.17(a). GBC shall immediately instruct and will not authorize or permit any of otherwise use its commercially reasonable efforts to cause its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives advisors (collectivelyincluding, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing informationwithout limitation, any Acquisition Proposalinvestment banker, as defined in Section 6.11(e)(iattorney or accountant retained by it or any of its Subsidiaries), consultants and other representatives to comply with such prohibitions. GBC shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any inquiries parties conducted heretofore with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposalsuch activities. (b) Notwithstanding anything in this Agreement the foregoing, if an Acquisition Proposal is made to GBC by a third party, GBC may provide information at the contraryrequest of such third party and negotiate and enter into a definitive agreement with such third party, ANNB and its GBC's Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under may withdraw its favorable recommendation or recommend disapproval of this Agreement, but only on the Exchange Act with regard to an Acquisition Proposal provided condition that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) belowGBC determines, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, faith after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach the exercise of their its fiduciary duties to GBC's shareholders under applicable Lawlaw requires it to take such action; provided, (y) prior that GBC and its Subsidiaries may not, in any event, provide to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, any information which confidentiality terms it has not provided (or does not concurrently provide) to Cathay Bancorp. GBC shall be no less favorable to ANNB than those contained promptly notify Cathay Bancorp orally and in writing in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of event it receives any such Superior Proposal inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries. This Section 5.17 shall not prohibit accurate disclosure by GBC in any document (iiiincluding the Joint Proxy Registration Statement) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties other disclosure under applicable Law. Notwithstanding any Change law if, in the opinion of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB RecommendationGBC, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an disclosure is appropriate amendment or supplement thereto to the extent required by under applicable law. In addition No action duly taken by GBC or General Bank or their respective Boards of Directors pursuant to the foregoing, ANNB this Section 5.17(b) shall not submit be deemed to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination be a breach of this Agreement. (c) ANNB will promptlyNeither Cathay Bancorp nor any of its Subsidiaries (i) shall solicit, and initiate, participate in discussions of, or encourage or take any event within 24 hours, notify FNB in writing other action to facilitate (including by way of the receipt disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to any Acquisition Proposal (as defined below) with respect to itself or any information related theretoof its Subsidiaries or (ii) shall (A) solicit, which notification initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement or understanding (whether written or oral) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, under any of the instances described in this Section 5.17(c). Cathay Bancorp shall describe the Acquisition Proposal immediately instruct and identify the third party making the same. otherwise use its commercially reasonable efforts to cause its directors, officers, employees, agents, advisors (d) ANNB agrees that including, without limitation, any investment banker, attorney or accountant retained by it willor any of its Subsidiaries), consultants and will cause the ANNB Representatives to, other representatives to comply with such prohibitions. Cathay Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB such activities. (d) Notwithstanding the foregoing, Cathay Bancorp may provide information at the request of or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed enter into negotiations with a confidentiality agreement relating third party with respect to an Acquisition Proposal if the Board of Directors of Cathay Bancorp determines, in good faith after consultation with counsel, that the exercise of its fiduciary duties to Cathay Bancorp's shareholders under applicable law requires it to take such action and, provided further, that neither Cathay Bancorp or for the benefit of ANNB its Subsidiaries may, in any event, provide to such third party any information which it has not provided (or does not concurrently provide) to GBC. Cathay Bancorp shall promptly return or destroy (which destruction shall be certified notify GBC orally and in writing by in the event it receives any such Person to ANNB) inquiry or proposal and shall provide reasonable detail of all information, documents and materials relevant facts relating to such inquiries. Notwithstanding the terms hereof, Cathay Bancorp or Cathay Bank may entertain or solicit an Acquisition Proposal for the acquisition by Cathay Bancorp or Cathay Bank of a financial institution having total assets not to ANNB exceed $500,000,000 but shall not enter into any definitive agreement or its businesses, operations file any regulatory applications with respect thereto unless and until the Merger and the Bank Merger has been consummated or affairs heretofore furnished this Agreement is terminated. This Section 5.17 shall not prohibit accurate disclosure by ANNB Cathay Bancorp in any document (including the Joint Proxy Registration Statement) or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information other disclosure under applicable law if in the possession opinion of such Person or any the Board of such Person’s RepresentativesDirectors of Cathay Bancorp, disclosure is appropriate under applicable law. (e) For purposes of this Agreement:

Certain Actions. (a) From the date None of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize Bancorp or permit any of its Bancorp Subsidiary or their directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates officers or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, employees (i) shall solicit, initiate, solicitparticipate in discussions of, or encourage or take any other action to facilitate, facilitate (including by way of the disclosing or furnishing information, of any Acquisition Proposal, as defined in Section 6.11(e)(i), information that it is not legally obligated to disclose or furnish) any inquiries with respect to inquiry or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise proposal relating to an Acquisition Proposal. Transaction (bas defined below) Notwithstanding anything or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this Agreement clause. Bancorp shall immediately instruct and otherwise use its best efforts to the contrarycause its agents, ANNB advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB such prohibitions. Bancorp shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB Notwithstanding the foregoing, Bancorp may provide information at the request of or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed enter into negotiations with a confidentiality agreement relating third party with respect to an Acquisition Proposal with or for Transaction if the benefit Board of ANNB Directors of Bancorp determines, in good faith, that the exercise of its fiduciary duties to Bancorp's stockholders under applicable law, as advised by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, requires it to take such action, and, provided further, that Bancorp may not, in any event, provide to such third party any information which it has not provided to MAF. Bancorp shall promptly return or destroy (which destruction shall be certified notify MAF orally and in writing by in the event it receives any such Person to ANNB) inquiry or proposal and shall provide reasonable detail of all information, documents and materials relevant facts relating to an Acquisition Proposal or to ANNB or its businessessuch inquiries, operations or affairs heretofore furnished along with a summary of the advice provided by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries▇▇▇▇▇▇▇, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of Except with respect to this Agreement through and the Effective Timetransactions contemplated hereby, except as otherwise permitted no Triangle Company nor any Affiliate thereof nor any Representative thereof retained by this Section 6.11, ANNB will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) toTriangle Company shall, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, knowingly facilitate (including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or ) any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) . Notwithstanding anything in this Agreement herein to the contrary, ANNB Triangle and its Board of Directors shall be permitted (i) to the extent applicable, to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange 1934 Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) belowProposal, (ii) to engage in any discussions or negotiations with, and or provide any information to, any third party Person in response to a Superior Proposal, as defined in Section 6.11(e)(ii), an unsolicited bona fide written Acquisition Proposal by any such third partyPerson, if and only to the extent that (xa) ANNB’s Triangle's Board of Directors concludes in good faith, after consultation faith and consistent with outside counsel, its fiduciary duties to Triangle's stockholders under applicable Law that failure to do so would such Acquisition Proposal could reasonably be reasonably likely expected to result in a breach of their fiduciary duties under applicable LawSuperior Proposal, (yb) prior to providing any information or data to any third party Person in connection with a Superior an Acquisition Proposal by any such third partyPerson, ANNB’s Triangle's Board of Directors receives from such third party Person an executed confidentiality agreement, which agreement containing confidentiality terms shall be no less favorable to ANNB than at least as stringent as those contained in the Confidentiality Agreements between ANNB and FNBAgreements, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (zc) at least 48 hours prior to providing any information or data to any third party Person or entering into discussions or negotiations with any third partyPerson, ANNB Triangle's Board of Directors notifies Centura promptly notifies FNB of such inquiries, proposals, or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its Representatives indicating, in writing of connection with such notice, the name of such third party Person and the material terms and conditions of any such Superior Proposal and (iii) to withdrawinquiries, modify, qualify in a manner adverse to FNB, condition proposals or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, offers. Triangle agrees that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as it will promptly keep Centura informed of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, status and in any event within 24 hours, notify FNB in writing of the receipt terms of any Acquisition Proposal such proposals or offers and the status and terms of any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB such discussions or negotiations. Triangle agrees that it will, and will cause the ANNB its officers, directors and Representatives to, immediately cease and cause to be terminated any activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or Triangle agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents, and Representatives of the obligations undertaken in this Section 8.8. Nothing in this Section 8.8 shall promptly after the date of (i) permit Triangle to terminate this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with (except as specifically provided in Article 10) or for the benefit (ii) affect any other obligation of ANNB to promptly return Centura or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of Triangle under this Agreement:.

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit Neither Company nor any of its Affiliates or Subsidiaries (i) shall solicit, initiate, participate in discussions or negotiations of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to any Acquisition Proposal (as defined below) with respect to Company Bank, or (ii) shall enter into any agreement, arrangement or understanding (whether written or oral) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, under any of the instances described in this Section. Company shall immediately instruct and otherwise use its reasonable best efforts to cause its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates advisors (including any investment banker, attorney or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including accountant retained by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB it or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(gits subsidiaries), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB such prohibitions. Company shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activities. Company shall promptly notify Parent Bank orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries. “Acquisition Proposal. ANNB ” shall, with respect to Company, mean any of the following (other than the Bank Merger): (i) a merger or its Representatives shall promptly after consolidation or any similar transaction of any company with Company Bank, (ii) a purchase, lease or other acquisition of a material portion of the date assets of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to Company Bank (other than Non-Agency Securities), (iii) the purchase of the shares of Company Bank or any substantial portion thereof, or (iv) the filing of an Acquisition Proposal application or notice with the OTS or for the benefit of ANNB to promptly return any other federal or destroy state regulatory authority (which destruction shall be certified application has been accepted for processing) seeking approval to engage in writing by such Person to ANNBone or more of the transactions referenced in clauses (i), (ii) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives(iii) above. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of Except with respect to this Agreement through and the Effective Timetransactions contemplated hereby, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit neither PFI nor any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates Affiliates or representatives (collectively, “ANNB Representatives”) toshall, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, knowingly facilitate (including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or ) any inquiries with respect to or the making of any Acquisition Proposal. Notwithstanding the foregoing, (ii) enter into PFI may provide any public information to any corporation, association, partnership, person or participate in any discussions other entity or negotiations with, furnish any group that requests such information relating to ANNB without being solicited by or any on behalf of the ANNB Subsidiaries or afford access PFI after notification to the business, properties, assets, books or records Buyer of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposalsuch request. (b) Notwithstanding anything in this Agreement to the contrary, ANNB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB PFI agrees that it will, and will cause the ANNB its Representatives to, immediately cease and cause to be terminated any activities, discussions discussions, or negotiations existing as of the date of this Agreement hereof with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives . (c) PFI shall promptly after communicate to Buyer the date terms of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating any Acquisition Proposal it receives. PFI may, in response to an unsolicited written proposal with respect to an Acquisition Proposal from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, and enter into any such agreement, arrangement or for understandings, and recommend the benefit approval of ANNB such Acquisition Proposal, in each case, only if PFI’s Board of Directors determines in good faith by majority vote, after consultation with its financial advisors and outside legal counsel, that failing to promptly return or destroy (which destruction shall take such action would be certified a breach of the fiduciary duties of PFI’s Board of Directors in writing by such Person to ANNB) all information, documents and materials relating to connection with seeking an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives Proposal. In the event that PFI enters into an agreement with respect to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summariesan Acquisition Proposal, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representativesit may terminate this Agreement. (ed) For purposes In the event PFI’s Board of Directors, after consultation with its financial advisors and outside legal counsel, determines in good faith that it would result in a violation of its fiduciary duties under applicable law to recommend this Agreement:Agreement and the Merger to PFI’s stockholders for their approval, then in submitting this Agreement to the stockholders at the meeting of stockholders, PFI may submit this Agreement without recommendation of approval, in which case the Board of Directors may communicate the basis for its lack of a recommendation of approval to the shareholders in the proxy statement or an appropriate amendment or supplement thereto to the extent required by law.

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit Neither Have▇▇▇▇▇▇ (▇▇r any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, Subsidiaries) (i) shall solicit, initiate, solicitparticipate in discussions of, or encourage or take any other action to facilitate, facilitate (including by way of the disclosing or furnishing information, of any Acquisition Proposal, as defined in Section 6.11(e)(i), information that it is not legally obligated to disclose or furnish) any inquiries with respect to inquiry or the making of any proposal relating to any Acquisition Proposal, Proposal (as defined below) with respect to itself or any of its Subsidiaries or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or participate in understanding (whether written or oral) regarding any discussions proposal or negotiations withtransaction providing for or requiring it to abandon, furnish any information relating terminate or fail to ANNB consummate this Agreement, or compensating it or any of its Subsidiaries under any of the ANNB Subsidiaries instances described in this clause. Have▇▇▇▇▇▇ ▇▇▇ Home Bank shall immediately instruct and otherwise use their best efforts to cause their directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney, or afford access to the business, properties, assets, books or records of ANNB accountant retained by it or any of the ANNB its Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB such prohibitions. Have▇▇▇▇▇▇ ▇▇▇ Home Bank shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB Notwithstanding the foregoing, Have▇▇▇▇▇▇ ▇▇▇ provide information at the request of or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed enter into negotiations with a confidentiality agreement relating third party with respect to an Acquisition Proposal if the Board of Directors of Have▇▇▇▇▇▇ ▇▇▇ermines, in good faith after consultation with or for counsel, that the benefit exercise of ANNB its fiduciary duties to Have▇▇▇▇▇▇'▇ stockholders under applicable law requires it to take such action, and, provided further, that Have▇▇▇▇▇▇ ▇▇▇ not, in any event, provide to such third party any information which it has not provided to COFI. Have▇▇▇▇▇▇ ▇▇▇ll promptly return or destroy (which destruction shall be certified notify COFI orally and in writing by in the event it receives any such Person to ANNB) inquiry or proposal and shall provide reasonable detail of all information, documents and materials relevant facts relating to an Acquisition Proposal such inquiries. This Section shall not prohibit accurate disclosure by Have▇▇▇▇▇▇ ▇▇ any document (including the Proxy Statement and the Registration Statement) or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information other disclosure under applicable law if in the possession opinion of such Person or any the Board of such Person’s RepresentativesDirectors of Have▇▇▇▇▇▇, ▇▇sclosure is appropriate under applicable law. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit Neither ▇▇▇▇▇▇▇▇▇▇ (nor any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, Subsidiaries) (i) shall solicit, initiate, solicitparticipate in discussions of, or encourage or take any other action to facilitate, facilitate (including by way of the disclosing or furnishing information, of any Acquisition Proposal, as defined in Section 6.11(e)(i), information that it is not legally obligated to disclose or furnish) any inquiries with respect to inquiry or the making of any proposal relating to any Acquisition Proposal, Proposal (as defined below) with respect to itself or any of its Subsidiaries or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or participate in understanding (whether written or oral) regarding any discussions proposal or negotiations withtransaction providing for or requiring it to abandon, furnish any information relating terminate or fail to ANNB consummate this Agreement, or compensating it or any of its Subsidiaries under any of the ANNB Subsidiaries instances described in this clause. ▇▇▇▇▇▇▇▇▇▇ and Home Bank shall immediately instruct and otherwise use their best efforts to cause their directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney, or afford access to the business, properties, assets, books or records of ANNB accountant retained by it or any of the ANNB its Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 such prohibitions. ▇▇▇▇▇▇▇▇▇▇ and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB Home Bank shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇▇ may provide information at the request of or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed enter into negotiations with a confidentiality agreement relating third party with respect to an Acquisition Proposal if the Board of Directors of ▇▇▇▇▇▇▇▇▇▇ determines, in good faith after consultation with or for counsel, that the benefit exercise of ANNB its fiduciary duties to ▇▇▇▇▇▇▇▇▇▇'▇ stockholders under applicable law requires it to take such action, and, provided further, that ▇▇▇▇▇▇▇▇▇▇ may not, in any event, provide to such third party any information which it has not provided to COFI. ▇▇▇▇▇▇▇▇▇▇ shall promptly return or destroy (which destruction shall be certified notify COFI orally and in writing by in the event it receives any such Person to ANNB) inquiry or proposal and shall provide reasonable detail of all information, documents and materials relevant facts relating to an Acquisition Proposal such inquiries. This Section shall not prohibit accurate disclosure by ▇▇▇▇▇▇▇▇▇▇ in any document (including the Proxy Statement and the Registration Statement) or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information other disclosure under applicable law if in the possession opinion of such Person or any the Board of such Person’s RepresentativesDirectors of ▇▇▇▇▇▇▇▇▇▇, disclosure is appropriate under applicable law. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit Neither Company nor any of its directorsSubsidiaries (1) shall solicit, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicitparticipate in discussions of, or encourage or take any other action to facilitate, facilitate (including by way of the disclosing or furnishing information, of any Acquisition Proposal, as defined in Section 6.11(e)(i), information that it is not legally obligated to disclose or furnish) any inquiries with respect to inquiry or the making of any proposal relating to any Acquisition Proposal, Proposal (as defined below) with respect to itself or any of its Subsidiaries or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take ally other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or participate in understanding (whether written or oral) regarding any discussions proposal or negotiations withtransaction providing for or requiring it to abandon, furnish any information relating terminate or fail to ANNB consummate the transactions contemplated by this Agreement, or any of its Subsidiaries under any of the ANNB Subsidiaries instances described in this clause. Company and Company Bank shall immediately instruct and otherwise use their best efforts to cause their directors, officers, employees, agents, advisors (including, without limitation, any investment banker, attorney, or afford access to the business, properties, assets, books or records of ANNB accountant retained by it or any of the ANNB its Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 such prohibitions. Company and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB Company Bank shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB Notwithstanding the foregoing, Company may provide information at the request of or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed enter into negotiations with a confidentiality agreement relating third party with respect to an Acquisition Proposal if the Board of Directors of Company determines, in good faith after consultation with or for counsel, that the benefit exercise of ANNB its fiduciary duties to Company’s shareholders under applicable law requires it to take such action, and, provided further, that Company may not, in any event, provide to such third party any information which it has not provided to Parent. Company shall promptly return or destroy (which destruction shall be certified notify Parent orally and in writing by in the event it receives any such Person to ANNB) inquiry or proposal and shall provide reasonable detail of all information, documents and materials relevant facts relating to an Acquisition Proposal or to ANNB or its businessessuch inquiries, operations or affairs heretofore furnished This Section shall not prohibit accurate disclosure by ANNB or Company in any of its Representatives to such Person or document (including any of such Personproxy statement prepared by Company’s Representatives in accordance connection with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses Company Shareholders’ Meeting) or extracts of or based upon such information other disclosure under applicable law if in the possession opinion of such Person or any the Board of such Person’s RepresentativesDirectors of Company, disclosure is appropriate under applicable law. (e) For purposes of this Agreement:

Certain Actions. (a) From Except with respect to this Agreement and the transactions contemplated hereby, after the date of this Agreement through Agreement, neither Subject Company, the Effective TimeSubject Company Subsidiaries nor any Representatives thereof retained by Subject Company or the Subject Company Subsidiaries shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary to comply with the fiduciary duties of Subject Company's Board of Directors as advised by counsel, except as otherwise permitted by this Section 6.11Subject Company, ANNB will notthe Subject Company Subsidiaries, and will or Representatives thereof shall not authorize or permit furnish any of its directorsnon-public information that it is not legally obligated to furnish, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) negotiate with respect to, directly or indirectly, (i) initiate, solicit, encourage or take enter into any action to facilitate, including by way of furnishing informationContract with respect to, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any but Subject Company may communicate information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, about such an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, shareholders if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure it is required to do so would be reasonably likely in order to result comply with its legal obligations as advised by counsel. Subject Company shall promptly notify Parent orally and in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained writing in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, event that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of it receives any Acquisition Proposal or any information inquiry related thereto, which notification . Subject Company shall describe the Acquisition Proposal and identify the third party making the same. (di) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties Persons conducted heretofore with respect to any Acquisition Proposal. ANNB or of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoing. (b) As a condition of and as an inducement to Parent's entering into this Agreement, Subject Company covenants, acknowledges, and agrees that it shall promptly after the date be a specific, absolute, and unconditionally binding condition precedent to Subject Company's entering into a letter of this Agreement instruct each Person which has heretofore executed a confidentiality intent, agreement relating in principle, or definitive agreement (whether or not considered binding, non-binding, conditional or unconditional) with any third party with respect to an Acquisition Proposal with Proposal, or for the benefit of ANNB supporting or indicating an intent to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to support an Acquisition Proposal or to ANNB or its businessesProposal, operations or affairs heretofore furnished by ANNB or any other than this Agreement and the transactions contemplated in this Agreement, regardless of its Representatives to such Person or any of such Person’s Representatives in accordance whether Subject Company has otherwise complied with the terms provisions of any confidentiality agreement with Section 8.8(a) hereof, that Subject Company or such Person third party which is a party of the Acquisition Proposal shall have paid Parent, as liquidated damages, the sum of Six Million Two Hundred Thousand Dollars ($6,200,000), which sum represents the (i) direct costs and to destroy all summariesexpenses (including, analyses but not limited to, fees and expenses incurred by Parent's financial or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement:other consultants, printing costs, investment bankers,

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB HBI will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates Affiliates or representatives (collectively, “ANNB HBI Representatives”) to, directly or indirectly, (i) initiate, solicit, knowingly encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), Proposal or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB HBI or any of the ANNB HBI Subsidiaries or afford access to the business, properties, assets, books or records of ANNB HBI or any of the ANNB HBI Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party Third Party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g8.1(f), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB HBI and its Board of Directors shall be permitted permitted: (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB HBI shall not withdraw or modify in a manner adverse to FNB the ANNB HBI Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party Third Party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), bona fide Acquisition Proposal by any such third partyThird Party, if and only to the extent that (x) ANNBHBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counselcounsel and, with respect to financial matters, its financial advisor that failure to do so would be reasonably likely to result in a breach of violate their fiduciary duties under applicable LawLaw and that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal, (y) prior to providing any information or data to any third party Third Party in connection with a Superior such Acquisition Proposal by any such third partyThird Party, ANNBHBI’s Board of Directors receives from such third party Third Party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB HBI than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB HBI Recommendation (the “Change in ANNB HBI Recommendation”) if ANNBHBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and and, with respect to financial advisorsmatters, its financial advisor, that failure to do so could would be reasonably be expected likely to breach violate their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB in HBI Recommendation, this Agreement shall be submitted to the shareholders of ANNB HBI at the ANNB HBI Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB HBI of such obligation; provided, however, that if the Board of Directors of ANNB HBI shall have effected a Change of ANNB in HBI Recommendation, then the Board of Directors of ANNB HBI may submit this Agreement to ANNBHBI’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB HBI may communicate the basis for its lack of a recommendation to ANNBHBI’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable lawLaw. In addition to the foregoing, ANNB HBI shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB HBI will promptly, and in any event within 24 twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe include the material terms and conditions of the Acquisition Proposal Proposal, and identify (ii) notify FNB in writing of any related developments, discussions and negotiations on a current basis; including any amendments to or revisions of the third party making the sameterms of such Acquisition Proposal. (d) ANNB HBI agrees that it will, and will use its reasonable best efforts to cause the ANNB HBI Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement: (i) The term “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing by or from any Person relating to any (A) direct or indirect acquisition or purchase of a business that constitutes 20% or more of the total revenues, net income or total assets of HBI and the HBI Subsidiaries, taken as a whole, (B) direct or indirect acquisition or purchase of the shares of HBI Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 20% or more of the shares of HBI Common Stock and such Person by reason of such purchase or acquisition first becomes the owner of 20% or more of the shares of HBI Common Stock after the date of this Agreement, (C) tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of any class of equity securities of HBI or (D) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving HBI other than the transactions this Agreement contemplates.

Certain Actions. (a) From the date None of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize Bancorp or permit any of its Bancorp Subsidiary or their directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates officers or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, employees (i) shall solicit, initiate, solicitparticipate in discussions of, or encourage or take any other action to facilitate, facilitate (including by way of the disclosing or furnishing information, of any Acquisition Proposal, as defined in Section 6.11(e)(i), information that it is not legally obligated to disclose or furnish) any inquiries with respect to inquiry or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise proposal relating to an Acquisition Proposal. Transaction (bas defined below) Notwithstanding anything or a potential Acquisition Transaction with respect to itself or any Bancorp Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Bancorp Subsidiary under any of the instances described in this Agreement clause. Bancorp shall immediately instruct and otherwise use its Best Efforts to the contrarycause its agents, ANNB advisors (including any investment banker, attorney or accountant retained by it or any Bancorp Subsidiary), consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB such prohibition. Bancorp shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB Notwithstanding the foregoing, Bancorp may provide information at the request of or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed enter into negotiations with a confidentiality agreement relating third party with respect to an Acquisition Proposal with or for Transaction if the benefit board of ANNB directors of Bancorp determines, in good faith, that to promptly return or destroy (which destruction shall fail to do so would be certified determined to violate its fiduciary duties to Bancorp's stockholders under applicable law, after taking into account advice provided in writing by Vedder, Price, Kaufman & Kammholz, and, provided further, that Bancorp may not, in ▇▇▇ ▇▇ent, provide to such Person third party any information which it has not provided to ANNB) Buyer. Bancorp shall promptly notify Buyer orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all information, documents and materials relevant facts relating to an Acquisition Proposal or to ANNB or its businessessuch inquiries, operations or affairs heretofore furnished along with a summary of the advice provided by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summariesVedder, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s RepresentativesPrice, Kaufman & Kammholz. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective TimeNeither Company, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit Company Bank nor any of the Company Subsidiaries (i) shall solicit, initiate, participate in discussions or negotiations of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to any Acquisition Proposal (as defined below) with respect to itself, or Company Bank, or (ii) shall enter into any agreement, arrangement or understanding (whether written or oral) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, under any of the instances described in this Section. Company shall immediately instruct and otherwise use its reasonable best efforts to cause its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives advisors (collectivelyincluding, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing informationwithout limitation, any Acquisition Proposalinvestment banker, as defined in Section 6.11(e)(i), attorney or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB accountant retained by it or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(gits subsidiaries), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB such prohibitions. Company shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB Notwithstanding the foregoing, Company may provide information at the request of or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed enter into discussions or negotiations with a confidentiality agreement relating to an Acquisition Proposal third party with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating respect to an Acquisition Proposal or provide a recommendation to ANNB or its businessesstockholders regarding an Acquisition Proposal if the Board of Directors of Company determines, operations or affairs heretofore furnished by ANNB or any in good faith after consultation with counsel, that the exercise of its Representatives fiduciary duties to Company’s stockholders under applicable law requires it to take such action, and, provided further, that Company may not, in any event, provide to such Person or third party any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and information which it has not previously provided to destroy all summaries, analyses or extracts of or based upon Parent Bank unless Company promptly provides such information to Parent. Company shall promptly notify Parent Bank orally and in writing in the possession event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such Person inquiries. This Section shall not prohibit accurate disclosure by Company in any document (including the Proxy Statement and the Registration Statement) or any other disclosure under applicable law if in the opinion of such Person’s Representativesthe Board of Directors of Company, disclosure is appropriate under applicable law. (eb) For purposes “Acquisition Proposal” shall, with respect to Company, mean any of the following (other than the Bank Merger, the Company Entities Merger, or the Stock Purchase and Assumption): (i) a merger or consolidation or any similar transaction of any company with Company or Company Bank, (ii) a purchase, lease or other acquisition of a material portion of all the assets of Company, Company Bank or Company Subsidiary, (iii) a purchase or other acquisition of “beneficial ownership” by any “person” or “group” (as such terms are defined in Section 13(d)(3) of the Exchange Act) (including by way of merger, consolidation, share exchange or otherwise) which would cause such person or group to become the beneficial owner of securities representing 25% or more of the voting power of either Company or Company Bank, (iv) a tender or exchange offer to acquire securities representing 25% or more of the voting power of Company, (v) a public proxy or consent solicitation made to stockholders of Company seeking proxies in opposition to any proposal relating to any of the transactions contemplated by this Agreement:Agreement or (vi) the filing of an application or notice with the DFI or any other federal or state regulatory authority (which application has been accepted for processing) seeking approval to engage in one or more of the transactions referenced in clauses (i) through (v) above.

Certain Actions. (a) From None of the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize Company or permit any of its Company Subsidiary or their directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates officers or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, employees (i) shall solicit, initiate, solicitparticipate in discussions of, encourage or, to their Knowledge, encourage, or take any other action to facilitate, facilitate (including by way of the disclosing or furnishing information, of any Acquisition Proposal, as defined in Section 6.11(e)(i), information that it is not legally obligated to disclose or furnish) any inquiries with respect to inquiry or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise proposal relating to an Acquisition Proposal. Transaction (bas defined below) Notwithstanding anything with respect to the Company or any Company Subsidiary, or (ii) shall enter into any agreement, arrangement, or understanding (whether written or oral), regarding any Acquisition Transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, or compensating it or any Company Subsidiary under any of the instances described in this Agreement clause. The Company shall immediately instruct and otherwise use its commercially reasonable good faith efforts to cause its agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by the contraryCompany or any Company Subsidiary), ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB such prohibitions. The Company shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB Notwithstanding the foregoing, upon receipt of a bona fide, written proposal or its Representatives shall promptly offer unsolicited after the date of this Agreement instruct each hereof made by any Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy group (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB other than Purchaser or any of its Representatives affiliates) with respect to an Acquisition Transaction that the Board of Directors of the Company determines, in good faith, could result in a Superior Proposal (as defined below), the Company may provide information at the request of or enter into negotiations with a third party with respect to such Person or Acquisition Transaction, and provided, further, that the Company shall provide to Purchaser concurrently any of information it provides to such Person’s Representatives third party which it has not previously provided to Purchaser. The Company shall promptly notify Purchaser orally and in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information writing in the possession event it receives any such inquiry or proposal and shall provide reasonable detail of all material facts relating to such Person or any of such Person’s Representativesinquiries. (eb) For purposes Acquisition Transaction" shall, with respect to the Company, mean any of the following: (i) a merger or consolidation, or any similar transaction (other than the Merger) of any company with either the Company or any significant subsidiary (as defined in Rule 1.2 of Regulation S-X of the SEC) (a "Significant Subsidiary") of the Company; (ii) a purchase, lease or other acquisition of all or substantially all the assets of either the Company or any Significant Subsidiary of the Company; (iii) a purchase or other acquisition of "beneficial ownership" by any "person" or "group" (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act) (including by way of merger, consolidation, share exchange or otherwise) which would cause such person or group to become the beneficial owner of securities representing 15% or more of the voting power of either the Company or any Significant Subsidiary of the Company; (iv) a tender or exchange offer to acquire securities representing 15% or more of the voting power of the Company; (v) a public proxy or consent solicitation made to stockholders of the Company seeking proxies in opposition to any proposal relating to any of the transactions contemplated by this Agreement:Agreement that has been recommended by the Board of Directors of the Company; (vi) the filing of an application or notice with the OTS or any other federal or state regulatory authority seeking approval to engage in one or more of the transactions referenced in clauses (i) through (iv) above; or (vii) the making of a bona fide proposal to the Company or its stockholders, by public announcement or written communication, that is or becomes the subject of public disclosure, to engage in one or more of the transactions referenced in clauses (i) through (v) above.

Certain Actions. (a) Each party shall cooperate and consult with each other and use reasonable best efforts to consummate and implement the transactions contemplated by this Agreement and the Series B Preferred Stock Articles of Amendment. Notwithstanding anything herein to the contrary, the Investor and its Affiliates are not subject to any covenant or agreement under this Agreement to file any application or notice under the BHC Act or the Change in Bank Control Act of 1978 (the “CBC Act”) in connection with any of the transactions as contemplated by this Agreement and the Series B Preferred Stock Articles of Amendment. The Investor and the Corporation will each have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Corporation shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or by the Series B Preferred Stock Articles of Amendment. (b) From the date of this Agreement through Agreement, the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or Corporation shall take any action all actions necessary to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any ensure that none of the ANNB Subsidiaries or afford access to execution and delivery of this Agreement, nor the business, properties, assets, books or records of ANNB or any consummation of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort transactions contemplated by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB the Series B Preferred Stock Articles of such obligation; provided, however, that if Amendment will constitute a “change in control” or “change of control” within the Board meaning of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescindedany Benefit Plan or otherwise trigger any consequence listed in Section 2.2(o)(5), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly Immediately after the date of this Agreement instruct each Person which has heretofore executed Agreement, the Corporation shall (1) file a confidentiality agreement relating to an Acquisition Proposal with or for the benefit Form D—Notice of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any Exempt Sale of its Representatives to such Person or any of such Person’s Representatives in accordance Securities with the terms SEC; (ii) make all required blue sky filings with the State of any confidentiality agreement with such Person North Carolina; and (iii) provide a notification to destroy all summariesthe United States Department of the Treasury pursuant to Section 4.5 of that certain Securities Purchase Agreement dated December 5, analyses or extracts 2008 between the Corporation and the United States Department of or based upon such information in the possession of such Person or any of such Person’s RepresentativesTreasury. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.116.08, ANNB NSD will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates Affiliates or representatives (collectively, “ANNB "Representatives”") to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, Proposal (as defined in Section 6.11(e)(i), below) or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB NSD or any of the ANNB its Subsidiaries or afford access to the business, properties, assets, books or records of ANNB NSD or any of the ANNB Subsidiariesits Subsidiaries to, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g8.01(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement herein to the contrary, ANNB NSD and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB NSD shall not withdraw or modify in a manner adverse to FNB the ANNB Parent its Approval Recommendation except as set forth in subsection (iii) below, ; (ii) to engage in any discussions or negotiations with, and or provide any information to, any third party person in response to a Superior Proposal, Proposal (as defined in Section 6.11(e)(ii), below) by any such third partyperson, if and only to the extent that (x) ANNB’s NSD's Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their its fiduciary duties to NSD's stockholders under applicable Lawlaw, (y) prior to providing any information or data to any third party person in connection with a Superior Proposal by any such third partyperson, ANNB’s NSD's Board of Directors receives from such third party person an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB NSD than those contained in the Confidentiality Agreements Agreement between ANNB NSD and FNBParent, a copy of which executed confidentiality agreement shall have been provided to FNB Parent for informational purposes purposes, and (z) at least 48 72 hours prior to providing any information or data to any third party person or entering into discussions or negotiations with any third partyperson, ANNB NSD promptly notifies FNB Parent in writing of the name of such third party person and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNBParent, condition or refuse to make the ANNB its Approval Recommendation (the “"Change in ANNB NSD Recommendation”") if ANNB’s NSD's Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to would breach their its fiduciary duties to NSD's stockholders under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB NSD will promptly, and in any event within 24 hours, notify FNB Parent in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB NSD agrees that it will, and will cause the ANNB its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB PFC will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB PFC Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB PFC or any of the ANNB PFC Subsidiaries or afford access to the business, properties, assets, books or records of ANNB PFC or any of the ANNB PFC Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB PFC and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB PFC shall not withdraw or modify in a manner adverse to FNB the ANNB PFC Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNBPFC’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would could reasonably be reasonably likely expected to result in a breach of their its fiduciary duties under applicable Lawlaw, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNBPFC’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB PFC than those contained in the Confidentiality Agreements between ANNB PFC and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB PFC promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB PFC Recommendation (the “Change in ANNB PFC Recommendation”) if ANNBPFC’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their its fiduciary duties under applicable Lawlaw. Notwithstanding any Change of ANNB PFC Recommendation, this Agreement shall be submitted to the shareholders of ANNB PFC at the ANNB PFC Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB PFC of such obligation; provided, however, that if the Board of Directors of ANNB PFC shall have effected a Change of ANNB PFC Recommendation, then the Board of Directors of ANNB PFC may submit this Agreement to ANNBPFC’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB PFC may communicate the basis for its lack of a recommendation to ANNBPFC’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB PFC shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the any termination of this Agreement. (c) ANNB PFC will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB PFC agrees that it will, and will cause the ANNB PFC Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB PFC or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB PFC to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNBPFC) all information, documents and materials relating to an Acquisition Proposal or to ANNB PFC or its businesses, operations or affairs heretofore furnished by ANNB PFC or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s its Representatives. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB YDKN will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates Affiliates or representatives (collectively, “ANNB YDKN Representatives”) to, directly or indirectly, (i) initiate, solicit, knowingly encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), Proposal or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB YDKN or any of the ANNB YDKN Subsidiaries or afford access to the business, properties, assets, books or records of ANNB YDKN or any of the ANNB YDKN Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party Third Party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g8.1(i), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB YDKN and its Board of Directors shall be permitted permitted: (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB YDKN shall not withdraw or modify in a manner adverse to FNB the ANNB YDKN Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party Third Party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), bona fide Acquisition Proposal by any such third partyThird Party, if and only to the extent that (x) ANNBYDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counselcounsel and, with respect to financial matters, its financial advisor that failure to do so would be reasonably likely to result in a breach of violate their fiduciary duties under applicable LawLaw and that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal, (y) prior to providing any information or data to any third party Third Party in connection with a Superior such Acquisition Proposal by any such third partyThird Party, ANNBYDKN’s Board of Directors receives from such third party Third Party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB YDKN than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB YDKN Recommendation (the “Change in ANNB YDKN Recommendation”) if ANNBYDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and and, with respect to financial advisorsmatters, its financial advisor, that failure to do so could would be reasonably be expected likely to breach violate their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB in YDKN Recommendation, this Agreement shall be submitted to the shareholders of ANNB YDKN at the ANNB YDKN Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB YDKN of such obligation; provided, however, that if the Board of Directors of ANNB YDKN shall have effected a Change of ANNB in YDKN Recommendation, then the Board of Directors of ANNB YDKN may submit this Agreement to ANNBYDKN’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB YDKN may communicate the basis for its lack of a recommendation to ANNBYDKN’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable lawLaw. In addition to the foregoing, ANNB YDKN shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB YDKN will promptly, and in any event within 24 twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe include the material terms and conditions of the Acquisition Proposal Proposal, and identify (ii) notify FNB in writing of any related developments, discussions and negotiations on a current basis; including any amendments to or revisions of the third party making the sameterms of such Acquisition Proposal. (d) ANNB YDKN agrees that it will, and will use its reasonable best efforts to cause the ANNB YDKN Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement:

Certain Actions. (a) From Neither Company nor either of its Subsidiaries (i) shall solicit, initiate, participate in discussions or negotiations of, or encourage or take any other action to facilitate (including by way of the date disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to any Acquisition Proposal (as defined below) with respect to itself, or Company Bank, or (ii) shall enter into any agreement, arrangement or understanding (whether written or oral) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement through the Effective TimeAgreement, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit under any of the instances described in this Section. Company shall immediately instruct and otherwise use its reasonable best efforts to cause its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives advisors (collectivelyincluding, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing informationwithout limitation, any Acquisition Proposalinvestment banker, as defined in Section 6.11(e)(i), attorney or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB accountant retained by it or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(gits subsidiaries), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB such prohibitions. Company shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB Notwithstanding the foregoing, Company may provide information at the request of or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed enter into discussions or negotiations with a confidentiality agreement relating to an Acquisition Proposal third party with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating respect to an Acquisition Proposal or provide a recommendation to ANNB or its businessesstockholders regarding an Acquisition Proposal if the Board of Directors of Company determines, operations or affairs heretofore furnished by ANNB or any in good faith after consultation with counsel, that the exercise of its Representatives fiduciary duties to Company’s stockholders under applicable law requires it to take such action, and, provided further, that Company may not, in any event, provide to such Person or third party any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and information which it has not previously provided to destroy all summaries, analyses or extracts of or based upon Parent Bank unless Company promptly provides such information to Parent. Company shall promptly notify Parent Bank orally and in writing in the possession event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such Person inquiries. This Section shall not prohibit accurate disclosure by Company in any document (including the Proxy Statement and the Registration Statement) or any other disclosure under applicable law if in the opinion of such Person’s Representativesthe Board of Directors of Company, disclosure is appropriate under applicable law. (eb) For purposes “Acquisition Proposal” shall, with respect to Company, mean any of the following (other than the Bank Merger, the Company Entities Merger, the Subsidiary Merger or the Op Sub Merger): (i) a merger or consolidation or any similar transaction of any company with Company or Company Bank, (ii) a purchase, lease or other acquisition of a material portion of all the assets Company or Company Bank, (iii) a purchase or other acquisition of “beneficial ownership” by any “person” or “group” (as such terms are defined in Section 13(d)(3) of the Exchange Act) (including by way of merger, consolidation, share exchange or otherwise) which would cause such person or group to become the beneficial owner of securities representing 25% or more of the voting power of either Company or Company Bank, (iv) a tender or exchange offer to acquire securities representing 25% or more of the voting power of Company, (v) a public proxy or consent solicitation made to stockholders of Company seeking proxies in opposition to any proposal relating to any of the transactions contemplated by this Agreement:Agreement or (vi) the filing of an application or notice with the OTS or any other federal or state regulatory authority (which application has been accepted for processing) seeking approval to engage in one or more of the transactions referenced in clauses (i) through (v) above.

Certain Actions. (a) From the date of Except with respect to this Agreement through and the Effective Timetransactions contemplated hereby, except as or otherwise permitted by this Section 6.11in connection with Parent's termination of Parent's acquisition of Global, ANNB will the Company, Parent and Merger Sub shall not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, (i) initiatesolicit any "Acquisition Proposal," which term, solicitfor purposes of this Agreement, encourage shall mean any tender offer or take exchange offer or any action proposal for a merger, acquisition of all of the stock or assets of, or other business combination involving the acquisition of, such party or any of its subsidiaries, or the acquisition of a substantial equity interest in, or a substantial portion of the assets of, such party or any of its respective subsidiaries. The Company, Parent and Merger Sub shall not, directly or indirectly, furnish to facilitateany third party any non-public information that it is not legally obligated to furnish, including by way of furnishing informationnegotiate with respect to, or enter into any agreement with respect to, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any but may communicate information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, about such an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, stockholders if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure it is required to do so would be reasonably likely in order to result in a breach of their fiduciary duties under applicable Lawcomply with its legal obligations. The Company, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third partyParent and Merger Sub, ANNB’s Board of Directors receives from such third party an executed confidentiality agreementas applicable, which confidentiality terms shall be no less favorable to ANNB than those contained in promptly advise the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of parties hereto following the receipt of any Acquisition Proposal or and the details thereof, and advise such other parties hereto of any information related thereto, which notification shall describe the developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. The Company, Parent and identify the third party making the same. Merger Sub shall (da) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties person or entity conducted heretofore with respect to any Acquisition Proposal. ANNB of the foregoing, and (b) direct and use its reasonable efforts to cause all of its investment bankers, financial advisors, attorneys, accountants, consultants or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating other representatives not to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified engage in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representativesforegoing. (e) For purposes of this Agreement:

Certain Actions. (a) From Neither BBI (nor BBI Bank) (i) shall --------------- solicit, initiate, participate in discussions of, or encourage or take any other action, directly or indirectly, to facilitate (including by way of the date disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to any Acquisition Transaction (as defined below) or a potential Acquisition Transaction with respect to itself or BBI Bank or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action, directly or indirectly, to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or understanding (whether written or oral) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement through the Effective TimeAgreement, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit compensating it or BBI Bank under any of the instances described in this clause. BBI shall immediately instruct and otherwise use its best efforts to cause its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives advisors (collectivelyincluding, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing informationwithout limitation, any Acquisition Proposalinvestment banker, as defined in Section 6.11(e)(iattorney, or accountant retained by it or BBI Bank), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB consultants and its Board of Directors shall be permitted (i) other representatives to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB such prohibitions. BBI shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) belowimmediately cease any existing activities, (ii) to engage in any discussions discussions, or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalsuch activities. ANNB or its Representatives shall promptly after Notwithstanding the date of this Agreement instruct each Person which has heretofore executed foregoing, BBI and BBI Bank may provide information at the request of, and/or enter into negotiations with, a confidentiality agreement relating third party with respect to an Acquisition Proposal with Transaction if and only if the Board of Directors of BBI shall be advised in a written opinion of Silver, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, L.L.P., or other firm of outside counsel reasonably acceptable to FCN, that such action is advisable in order for the benefit Board of ANNB Directors of BBI to act in a manner which is consistent with its fiduciary obligations under Delaware law. BBI shall promptly return or destroy (which destruction shall be certified notify FCN orally and in writing by in the event it receives any such Person to ANNB) inquiry or proposal and shall provide reasonable detail of all information, documents and materials relevant facts relating to an Acquisition Proposal such inquiries. This Section shall not prohibit compliance with Rules 14d-9 and 14e-2 under the Securities Exchange Act (or to ANNB with any other applicable laws, regulations or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms directives of any confidentiality agreement with such Person public authorities) and to destroy all summariesshall not prohibit accurate disclosure by BBI in any document (including the Proxy Statement and the Registration Statement) or other disclosure under applicable law if, analyses or extracts of or based upon such information in the possession reasonable judgement of such Person or any the Board of such Person’s RepresentativesDirectors of BBI, upon advice of counsel, disclosure is appropriate under applicable law. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB YDKN will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates Affiliates or representatives (collectively, “ANNB YDKN Representatives”) to, directly or indirectly, (i) initiate, solicit, knowingly encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), Proposal or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB YDKN or any of the ANNB YDKN Subsidiaries or afford access to the business, properties, assets, books or records of ANNB YDKN or any of the ANNB YDKN Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party Third Party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g8.1(i), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB YDKN and its Board of Directors shall be permitted permitted: (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB YDKN shall not withdraw or modify in a manner adverse to FNB the ANNB YDKN Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party Third Party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), bona fide Acquisition Proposal by any such third partyThird Party, if and only to the extent that (x) ANNBYDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counselcounsel and, with respect to financial matters, its financial advisor that failure to do so would be reasonably likely to result in a breach of violate their fiduciary duties under applicable LawLaw and that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal, (y) prior to providing any information or data to any third party Third Party in connection with a Superior such Acquisition Proposal by any such third partyThird Party, ANNBYDKN’s Board of Directors receives from such third party Third Party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB YDKN than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB YDKN Recommendation (the “Change in ANNB YDKN Recommendation”) if ANNBYDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and and, with respect to financial advisorsmatters, its financial advisor, that failure to do so could would be reasonably be expected likely to breach violate their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB in YDKN Recommendation, this Agreement shall be submitted to the shareholders of ANNB YDKN at the ANNB YDKN Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB YDKN of such obligation; provided, however, that if the Board of Directors of ANNB YDKN shall have effected a Change of ANNB in YDKN Recommendation, then the Board of Directors of ANNB YDKN may submit this Agreement to ANNBYDKN’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB YDKN may communicate the basis for its lack of a recommendation to ANNBYDKN’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable lawLaw. In addition to the foregoing, ANNB YDKN shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB YDKN will promptly, and in any event within 24 twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe include the material terms and conditions of the Acquisition Proposal Proposal, and identify (ii) notify FNB in writing of any related developments, discussions and negotiations on a current basis; including any amendments to or revisions of the third party making the sameterms of such Acquisition Proposal. (d) ANNB YDKN agrees that it will, and will use its reasonable best efforts to cause the ANNB YDKN Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement: (i) The term “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing by or from any Person relating to any (A) direct or indirect acquisition or purchase of a business that constitutes 20% or more of the total revenues, net income or total assets of YDKN and the YDKN Subsidiaries, taken as a whole, (B) direct or indirect acquisition or purchase of the shares of YDKN Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 20% or more of the shares of YDKN Common Stock and such Person by reason of such purchase or acquisition first becomes the owner of 20% or more of the shares of YDKN Common Stock after the date of this Agreement, (C) tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of any class of equity securities of YDKN or (D) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving YDKN other than the transactions this Agreement contemplates.

Certain Actions. (a) From Until the date termination of this Agreement through the Effective Timein accordance with its terms, except as otherwise permitted with respect to this Agreement and the transactions contemplated hereby, no Company Entity nor any Shareholder nor any Affiliate thereof nor any Representatives thereof retained by this Section 6.11any Company Entity shall directly or indirectly solicit any Acquisition Proposal by any Person. No Company Entity, ANNB will notany Shareholder or any Affiliate or Representative thereof shall furnish any non-public information, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) negotiate with respect to, directly or indirectly, (i) initiate, solicit, encourage or take enter into any action to facilitate, including by way of furnishing informationContract with respect to, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB . Each Shareholder and its Board of Directors Company shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of advise Acquiror following the receipt of any Acquisition Proposal or and the details thereof, and advise Acquiror of any information related thereto, which notification shall describe the developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each Shareholder, Company and identify the third party making the same. Nonpareil shall (di) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties Persons conducted heretofore with respect to any Acquisition Proposal. ANNB or of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives shall promptly after not to engage in any of the foregoing. (b) Acquiror agrees that, from the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with until the earlier of the Effective Time or for the benefit termination of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives this Agreement in accordance with the terms of any confidentiality agreement with such Person and to destroy all summarieshereof, analyses or extracts of or based upon such information in the possession of such Person or neither Acquiror nor any of such Person’s Representatives. (eits Subsidiaries or Affiliates will solicit to employ or employ any of the persons listed in Section 9.8(b) For purposes of the Company and Shareholder Disclosure Memorandum, without obtaining the prior written consent of the Chief Executive Officer of the Company. Company and Nonpareil agree that, from the date of this Agreement:Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with the terms hereof, neither Company, Nonpareil nor any of their respective Subsidiaries or Affiliates will solicit to employ or employ any of the persons listed in Section 9.8(b) of the Acquiror Disclosure Memorandum, without obtaining the prior written consent of the Chief Executive Officer of Acquiror.

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, Seller shall not and will shall not authorize or permit any Seller Subsidiary or any of its or any of Seller Subsidiary's directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, (i) solicit, initiate, solicit, respond to or encourage inquiries or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries proposals with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations withto, furnish any information relating to ANNB to, or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate participate in any way with, negotiations or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend discussions or enter into any letter agreements or understandings concerning, any acquisition, purchase of intent all or similar document a substantial portion of the assets of, or any contractequity interest in, agreement Seller or commitment contemplating a Subsidiary (other than with Buyer or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contraryaffiliate thereof), ANNB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided provided, however, that the Board of Directors of ANNB shall not withdraw Seller may furnish such information or modify participate in such negotiations or discussions with respect to an unsolicited Acquisition Proposal if such Board of Directors, after having consulted with and obtained the advice of outside counsel, has determined by a manner adverse majority vote that (i) the failure to FNB do the ANNB Recommendation except as set forth in subsection (iii) belowsame could reasonably be expected to constitute a breach of fiduciary duties of such directors under applicable Delaware law, (ii) to engage in any discussions that such proposal is or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal Offer and (iii) prior to withdrawfurnishing any information to such individual or entity, modifySeller shall enter into a confidentiality agreement with such individual or entity that is not less restrictive in any material respect that the Confidentiality Agreement entered into between Buyer and Seller. Seller will promptly inform Buyer orally and in writing of any such request for information or of any such negotiations or discussions, qualify in a manner adverse as well as instruct its and its Subsidiaries' directors, officers, representatives and agents to FNBrefrain from taking any action prohibited by this Section 5.7(a). (b) In the event that, condition or refuse prior to make the ANNB Recommendation (date of the “Change in ANNB Recommendation”) if ANNB’s meeting of the shareholders of Seller to vote on this Agreement, the Board of Directors concludes of Seller determines in good faith, after consultation with its financial advisor and receipt of the advice from outside counsel and financial advisorscounsel, that failure it has received a Superior Offer, it shall notify Buyer in writing of its intent to do so could reasonably enter into an acquisition agreement with respect to, or recommend acceptance of, the Superior Offer. Such notice shall specify all of the terms and conditions of such Superior Offer and identify the person making such Superior Offer. Buyer shall have five business days to evaluate and respond to the Seller notice. If Buyer notifies Seller in writing prior to the expiration of the five business day period provided above that it shall increase the Merger Consideration to an amount at least equal to that of such Superior Offer (the "Buyer Proposal"), then Seller shall not be expected permitted to breach their fiduciary duties under applicable Lawenter into an acquisition agreement with respect to, or permit its Board of Directors to recommend acceptance to its shareholders of, such Superior Offer. Notwithstanding any Change Such notice by Buyer shall specify the new Merger Consideration ("New Merger Consideration"). If Buyer fails to notify Seller in writing prior to the expiration of ANNB Recommendationthe five business day period provided above that it shall increase the Merger Consideration to an amount at least equal to that of such Superior Offer, then Seller shall be permitted to terminate this Agreement shall be submitted pursuant to Section 7.1(h). (c) In the event the Superior Offer involves consideration to Seller's shareholders consisting of ANNB at securities, in whole or in part, the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein Buyer Proposal shall be deemed to relieve ANNB be at least equal to the Superior Offer, if the Buyer Proposal offers cash Merger Consideration that equals or exceeds the consideration being offered to Seller's shareholders in the Superior Offer valuing any securities forming a part of the Superior Offer at its cash equivalent based upon (i) the average closing price or last reported trade price of such obligation; provided, however, securities for the 20 trading days immediately preceding the date of the Buyer Proposal or (ii) the written valuation of such securities by a nationally recognized investment banking firm selected by Buyer if such securities are not traded on a nationally recognized exchange or will be newly issued securities that if are not of a class then trading on a nationally recognized exchange. Any written valuation shall be attached as an Exhibit to the Buyer Proposal. (d) In the event that the Board of Directors of ANNB shall have effected a Change of ANNB RecommendationSeller believes in good faith, after consultation with its financial advisor that the New Merger Consideration is not at least equal to the Superior Offer, then the Board of Directors of ANNB may submit Seller can terminate this Agreement pursuant to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescindedSection 7.1(h), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB MBI will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates Affiliates or representatives (collectively, “ANNB MBI Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB MBI or any of the ANNB MBI Subsidiaries or afford access to the business, properties, assets, books or records of ANNB MBI or any of the ANNB MBI Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g8.1(h), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB MBI and its Board of Directors shall be permitted permitted: (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB MBI shall not withdraw or modify in a manner adverse to FNB the ANNB MBI Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), bona fide Acquisition Proposal by any such third party, if and only to the extent that (x) ANNBMBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counselcounsel and, with respect to financial matters, its financial advisors that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable LawLaw and that such Acquisition Proposal constitutes a Superior Proposal, (y) prior to providing any information or data to any third party in connection with a Superior such Acquisition Proposal by any such third party, ANNBMBI’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB MBI than those contained in the Confidentiality Agreements between ANNB MBI and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes purposes, and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB MBI promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal Acquisition Proposal, and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB MBI Recommendation (the “Change in ANNB MBI Recommendation”) if ANNBMBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and and, with respect to financial matters, its financial advisors, that failure to do so could reasonably be expected to would result in a breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB in MBI Recommendation, this Agreement shall be submitted to the shareholders of ANNB MBI at the ANNB MBI Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB MBI of such obligation; provided, however, that if the Board of Directors of ANNB MBI shall have effected a Change of ANNB in MBI Recommendation, then the Board of Directors of ANNB MBI may submit this Agreement to ANNBMBI’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB MBI may communicate the basis for its lack of a recommendation to ANNBMBI’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable lawLaw. In addition to the foregoing, ANNB MBI shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB MBI will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB MBI agrees that it will, and will use its reasonable best efforts to cause the ANNB MBI Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB MBI or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB MBI to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB MBI or its businesses, operations or affairs heretofore furnished by ANNB MBI or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person Person, and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement:

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB IRGB will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB IRGB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, Proposal (as defined in Section 6.11(e)(i), ) or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB IRGB or any of the ANNB its Subsidiaries or afford access to the business, properties, assets, books or records of ANNB IRGB or any of the ANNB Subsidiariesits Subsidiaries to, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement herein to the contrary, ANNB IRGB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB IRGB shall not withdraw or modify in a manner adverse to FNB the ANNB IRGB Recommendation except as set forth in subsection (iii) below, ; (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, Proposal (as defined in Section 6.11(e)(ii), ) by any such third party, if and only to the extent that (x) ANNBIRGB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would could reasonably be reasonably likely expected to result in a breach of their its fiduciary duties under applicable Lawlaw, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNBIRGB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB IRGB than those contained in the Confidentiality Agreements Agreement between ANNB IRGB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 72 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB IRGB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB IRGB Recommendation (the “Change in ANNB IRGB Recommendation”) if ANNBIRGB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their its fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB IRGB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB IRGB agrees that it will, and will cause the ANNB IRGB Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement:

Certain Actions. (a) From the date Each of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, Seller and will not authorize or permit Seller Bank agrees (i) that neither it nor any of its directors, officers, agentsdirectors, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or agents and representatives (collectivelyincluding, “ANNB Representatives”without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) toshall initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making or implementation of any Acquisition ProposalProposal (as defined herein) (including, without limitation, any Acquisitions Proposal to its stockholders) or, except as may be required in the exercise of the fiduciary duties of the Board of Directors of the Seller to the Seller or its shareholders after receiving advice from outside counsel and in response to an unsolicited request therefor by a person who a majority of the Board of Directors of the Seller believes intends to submit a Superior Proposal (ii) enter into or participate as defined below), engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise person relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement , or release any third party from any obligations under any existing standstill agreement or arrangement, or otherwise facilitate any effort or attempt to the contrary, ANNB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to make or implement an Acquisition Proposal provided that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, Proposal; and (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB may communicate the basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 5.7; provided, however, that nothing contained in this Section 5.7 shall prohibit the Seller or its Representatives shall promptly Board of Directors from taking and disclosing to the Seller's shareholders a position with respect to a tender offer by a third party or from making such disclosure to the Seller's shareholders which, in the judgment of the Board of Directors of the Seller after receiving advice of outside counsel, may be required under applicable law. From and after the date execution of this Agreement instruct Agreement, each Person which has heretofore executed a confidentiality agreement of Seller and Seller Bank shall immediately advise Buyer in writing of the receipt, directly or indirectly, of any inquiries, discussion, negotiations, or proposals, whether oral or written, relating to an Acquisition Proposal with (including the specific terms thereof and the identity of the other party or for the benefit parties involved) and furnish to Buyer within 24 hours of ANNB to promptly return such receipt an accurate description of all material terms (including any changes or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives adjustment to such Person terms as a result of negotiations or any of such Person’s Representatives in accordance with the terms otherwise) of any confidentiality agreement with such Person inquiry, discussion, negotiation or proposal in addition to any information provided to any third party relating thereto. In addition, each of the Seller and Seller Bank shall immediately advise Buyer, in writing, if the Board of Directors of the Seller or Seller Bank shall make any determination as to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s RepresentativesAcquisition Proposal. (eb) For purposes of this Agreement:: (i) "Acquisition Proposal" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of 25% or more of any class of equity securities of Seller or Seller Bank, any tender offer or exchange offer that if consummated would result in any person beneficially owning 25% or more of any class of equity securities of Seller or Seller Bank, any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving Seller or Seller Bank, other than the transactions contemplated by this Agreement, or any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which would reasonably be expected to dilute materially the benefits to Buyer, Buyer Bank or Merger Sub of the transactions contemplated hereby; and (ii) "Superior Proposal" means an Acquisition Proposal which a majority of the disinterested directors of Seller determines in its good faith judgment (based on advice of Seller's independent financial advisor) to be more favorable to the shareholders of Seller than the Merger.

Certain Actions. (a) From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB UBNC will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates Affiliates or representatives (collectively, “ANNB UBNC Representatives”) to, directly or indirectly, (i) initiate, solicit, knowingly encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), Proposal or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB UBNC or any of the ANNB UBNC Subsidiaries or afford access to the business, properties, assets, books or records of ANNB UBNC or any of the ANNB UBNC Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party Third Party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB UBNC and its Board of Directors shall be permitted permitted: (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB UBNC shall not withdraw or modify in a manner adverse to FNB the ANNB UBNC Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party Third Party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), bona fide Acquisition Proposal by any such third partyThird Party, if and only to the extent that (x) ANNBUBNC’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counselcounsel and, with respect to financial matters, its financial advisor that failure to do so would be reasonably likely to result in a breach of violate their fiduciary duties under applicable LawLaw and that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal, (y) prior to providing any information or data to any third party Third Party in connection with a Superior such Acquisition Proposal by any such third partyThird Party, ANNBUBNC’s Board of Directors receives from such third party Third Party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB UBNC than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB UBNC Recommendation (the “Change in ANNB UBNC Recommendation”) if ANNBUBNC’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and and, with respect to financial advisorsmatters, its financial advisor, that failure to do so could would be reasonably be expected likely to breach violate their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB in UBNC Recommendation, this Agreement shall be submitted to the shareholders of ANNB UBNC at the ANNB UBNC Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB UBNC of such obligation; provided, however, that if the Board of Directors of ANNB UBNC shall have effected a Change of ANNB in UBNC Recommendation, then the Board of Directors of ANNB UBNC may submit this Agreement to ANNBUBNC’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of ANNB UBNC may communicate the basis for its lack of a recommendation to ANNBUBNC’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable lawLaw. In addition to the foregoing, ANNB UBNC shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) ANNB UBNC will promptly, and in any event within 24 twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe include the material terms and conditions of the Acquisition Proposal Proposal, and identify (ii) notify FNB in writing of any related developments, discussions and negotiations on a current basis; including any amendments to or revisions of the third party making the sameterms of such Acquisition Proposal. (d) ANNB UBNC agrees that it will, and will use its reasonable best efforts to cause the ANNB UBNC Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of such Person’s Representatives. (e) For purposes of this Agreement: (i) The term “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing by or from any Person relating to any (A) direct or indirect acquisition or purchase of a business that constitutes 20% or more of the total revenues, net income or total assets of UBNC and the UBNC Subsidiaries, taken as a whole, (B) direct or indirect acquisition or purchase of the shares of UBNC Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 20% or more of the shares of UBNC Common Stock and such Person by reason of such purchase or acquisition first becomes the owner of 20% or more of the shares of UBNC Common Stock after the date of this Agreement, (C) tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of any class of equity securities of UBNC or (D) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving UBNC other than the transactions this Agreement contemplates.