Common use of Certain Actions Clause in Contracts

Certain Actions. (a) Except with respect to this Agreement and the transactions contemplated hereby, neither the Company nor any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shall, directly or indirectly, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making of any Acquisition Proposal (as defined below). (b) Notwithstanding anything herein to the contrary, the Company 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, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the extent that (a) the Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiries, proposals or offers. (c) The Company agrees that it will, and will cause 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. (d) For purposes of this Section 7.3:

Certain Actions. (a) Except with respect to Recognizing that until the Closing (and if this Agreement is terminated for any reason, thereafter), without the other party’s consent, Parent and Company are competitors, notwithstanding anything to the transactions contemplated herebycontrary in this Agreement, neither the Company nor any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shallapplicable party shall not, directly or indirectly, initiatethrough the earlier of (i) the Effective Time (if the Closing occurs) and (ii) the period (if any) specified below following termination of this Agreement (if the Closing does not occur): (A) for the term hereof and a period of six (6) months following any termination of this Agreement, solicitdirectly or indirectly solicit for hire any officer or key employee set forth on Schedule 6.18A (Parent) or 6.18B (Company) or, encourage or knowingly facilitate except where this restriction is prohibited by law, hire any such employee; provided that nothing shall prohibit soliciting and hiring by means of a general advertisement not directed at (including by way of furnishing informationx) any inquiries particular individual, or (y) the employees of the other party generally, or responding to and hiring an employee of the other party who initiates contact with respect the applicable party provided that such contact is not solicited by the applicable party; or (B) seek to effect , announce or communicate, any potential reduction or elimination of the making other party’s products or services or change in the pricing thereof. For the avoidance of doubt, it is agreed that internal planning conferences and related communications, in each case limited to senior executive of Parent and that are not in any Acquisition Proposal (as defined below)way directly or indirectly communicated or disseminated to any Persons other than senior executives of Parent, shall not constitute communications prohibited by this Section 6.18. (b) Notwithstanding anything herein to The parties agree that the contrary, term of the Company and its Board of Directors Confidentiality Agreement set forth in Section 19 thereof shall be permitted extended through the earlier of (i) to comply with Rule 14d-9 the Effective Time (if the Closing occurs) and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (ii) to engage in any discussions or negotiations with, or provide any information toone (1) year following termination of this Agreement (if the Closing does not occur). The parties also agree that notwithstanding the terms of the Confidentiality Agreement, any person confidential information provided to a party in response to an unsolicited bona fide written Acquisition Proposal connection with the transactions contemplated by any such person, if and only this Agreement may be disclosed to the extent that (a) the Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any person required in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information a regulatory filing or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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, court order arising in connection with such noticethe transactions contemplated hereby in which case the parties shall use reasonable commercial efforts to preserve any confidential information so provided. The parties further agree that certain information has been provided solely to the other party’s outside legal counsel and may not be provided to the party, except as a party may agree in writing or as may be required in connection with a regulatory filing or court order arising in connection with the name of such person and transactions contemplated hereby in which case the material terms and conditions of parties shall use reasonable commercial efforts to preserve any inquiries, proposals or offersconfidential information so provided. (c) The In addition, if the Closing occurs, Parent agrees to do the following (and not to announce, communicate or take any action to the contrary during the period through the Closing): (i) to fulfill any Company customer agreements or purchase orders entered into in the ordinary course of business consistent with the Company’s current business practices, unless the customer agrees that it willotherwise; (ii) to the extent requested by the applicable customer, provide warranty service on Company products required by contracts entered into in the ordinary course of business consistent with the Company’s current business practices, as well as repair and will cause its Representatives tomaintenance for the longer of three (3) years from Closing or as required by law, immediately cease at service levels consistent with the Company’s current business practices; and (iii) to the extent requested by the applicable customer, continue to support software applications, including the provision of bug fixes and cause to be terminated any activitiesupdates for the longer of twelve (12) months from Closing or as required by law, discussions, or negotiations existing as of at service levels consistent with the date of this Agreement with any parties conducted heretofore with respect to any Acquisition ProposalCompany’s current business practices. (d) For purposes In the event of a breach of Section 6.18(a) prior to the termination of this Agreement, (i) the non-breaching party shall provide notice of the breach as promptly as reasonably practicable following the date on which a Senior Officer of the non-breaching party obtains knowledge thereof; (ii) with respect to the first such breach only, the breaching party shall have three (3) days in which to cure such breach, if curable; (iii) if such initial breach is not cured within such three-day period, and in all cases with respect to any subsequent breach, the breaching party will pay the other party within three (3) business days of notice of the breach $1 million by wire transfer, provided, however, that such amounts shall only be payable in the event of a breach caused by (or at the instructions of or with the consent of or prior knowledge of (if the Senior Officer does not use reasonable efforts to prevent such breach and does not direct (or re-direct) the applicable Person to refrain from such activity after obtaining such knowledge) one or more of the breaching party’s senior officers (the “Senior Officers”) identified on Schedule 6.18AA (Parent) or Schedule 6.18BB (Company) or any successor. The parties agree that the amounts payable under this Section 6.18 are not intended to be and will not be punitive in effect and that they will compensate the non-breaching party for its losses (which may be difficult to ascertain) resulting from a breach of this Section 7.3:6.18. Nothing in this Section 6.18 shall limit any other right or remedy of any party under this Agreement.

Certain Actions. (a) Except with respect to From the date of this Agreement and through the transactions contemplated herebyEffective Time, neither or, if earlier, the termination of this Agreement in accordance with its terms, except as otherwise permitted by this Section 6.6, the Company nor will not, and will not authorize or permit any of its Subsidiaries, or any of the Company’s or its Subsidiaries’ respective directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "“Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined 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 the Company or any of its Subsidiaries or afford access to the business, properties, personnel, assets, books or records of the Company or any of 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 (as defined belowiii) 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 herein to the contrary, the Company and its the Company 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 Company Board shall not withdraw or modify in a manner adverse to Purchaser its Approval Recommendation, except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or provide any information to, any person Person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such personPerson, if and only to the extent that (aA) the Company's Company Board of Directors concludes in good faith and consistent faith, after consultation with outside counsel, that failure to do so would breach its fiduciary duties to the Company's ’s stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)Law, (bB) prior to providing any information or data to any person Person in connection with an Acquisition a Superior Proposal by any such personPerson, the Company's Company Board of Directors receives from such person Person an executed confidentiality agreement containing on terms at least as stringent as no less favorable to the Company than those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), between the Company and Purchaser and (cC) at least three Business Days prior to providing any information or data to any person Person or entering into discussions or negotiations with any personPerson, the Company's Board Company promptly notifies Purchaser in writing of Directors notifies Parent 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 person and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to Purchaser (it being understood that in connection with an unsolicited tender or offersexchange offer, remaining neutral with respect to, or not rejecting, an Acquisition Proposal shall be considered an adverse qualification of the Approval Recommendation), condition or refuse to make its Approval Recommendation (the “Change in Company Recommendation”) if the Company Board concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would breach its fiduciary duties to the Company’s stockholders under applicable Law. (c) The Company will promptly, and in any event within 24 hours, notify Purchaser in writing of the receipt of any Acquisition Proposal or any request for information or inquiry that may lead to an Acquisition Proposal, which notification shall describe the Acquisition Proposal and identify the Third Party making the same. (d) The Company agrees that it will promptly request that each Third Party that has heretofore executed a confidentiality or similar agreement within the 12 months prior to the date of this Agreement in connection with any Third Party’s consideration of any Acquisition Proposal return or certify to the destruction of all confidential information heretofore furnished to any Third Party by or on behalf of the Company or any of its Subsidiaries in connection with consideration of an Acquisition Proposal. The Company will keep Purchaser reasonably informed as to the status of such requests and the responses thereto by such Third Parties. (e) The Company agrees that it will, and will cause its Subsidiaries and the Company’s and its Subsidiaries’ respective 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. From the date of this Agreement through the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall inform Purchaser on a prompt and current basis of the status of, and any material discussions regarding or relating to, any Acquisition Proposal and, as promptly as practicable, of any change in the price, structure or form of the consideration or the material terms of and conditions regarding the Acquisition Proposal. In fulfilling its obligations under this Section 6.06(e), from the date of this Agreement through the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall provide promptly to Purchaser copies of all written correspondence or other written material, including material in electronic form, between the Company and its Representatives and such Third Party and its Representatives. (df) Nothing contained in this Section 6.6 shall prohibit the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of the Company if the Company Board concludes in good faith, after consultation with outside counsel, that its failure to so disclose would breach its fiduciary duties to the Company’s stockholders or other obligations under applicable Law, including the Company Board’s duty of candor to the stockholders of the Company; provided, however, that in no event shall the Company or the Company Board or any committee thereof take, or agree or resolve to take, any action prohibited by Section 6.6(a). (g) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, PVFC will not, and the transactions contemplated hereby, neither the Company nor 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, "“PVFC Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (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 PVFC or any of the PVFC Subsidiaries or afford access to the business, properties, assets, books or records of PVFC or any of the 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 (as defined belowiii) 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 herein in this Agreement to the contrary, the Company 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 ProposalProposal provided that the Board of Directors of PVFC shall not withdraw or modify in a manner adverse to FNB the PVFC Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, any person third party in response to an unsolicited bona fide written Acquisition Proposal a Superior Proposal, as defined in Section 6.11(e)(ii), by any such personthird party, if and only to the extent that (ax) the Company's PVFC’s Board of Directors concludes in good faith and consistent faith, after consultation with its fiduciary duties outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal do so would be reasonably be expected likely to result in a Superior Proposal (as defined below)breach of their fiduciary duties under applicable Law, (by) prior to providing any information or data to any person third party in connection with an Acquisition a Superior Proposal by any such personthird party, the Company's PVFC’s Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to PVFC than those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), Agreements between PVFC and FNB and (cz) at least 48 hours prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board PVFC promptly notifies FNB in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to FNB, condition or offersrefuse to make the PVFC Recommendation (the “Change in PVFC Recommendation”) if PVFC’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 in PVFC Recommendation, this Agreement shall be submitted to the shareholders of PVFC at the PVFC Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve PVFC of such obligation; provided, however, that if the Board of Directors of PVFC shall have effected a Change in PVFC Recommendation, then the Board of Directors of PVFC may submit this Agreement to PVFC’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 PVFC may communicate the basis for its lack of a recommendation to PVFC’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, 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) The Company 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) PVFC agrees that it will, and will cause its the PVFC 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. 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 PVFC to promptly return or destroy (which destruction shall be certified in writing by such Person to PVFC) all information, documents and materials relating to an Acquisition Proposal or to PVFC or its businesses, operations or affairs heretofore furnished by 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to this Agreement and the transactions contemplated herebyhereby and except as otherwise permitted in this Section 7.3, neither the Company nor 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, "“Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action to facilitate (including by way of furnishing information) any Acquisition Proposal (as defined below) or any inquiries with respect to or the making of any Acquisition Proposal Proposal, (as defined below)ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of 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, (iii) approve, endorse or recommend 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 7.4 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 herein to the contrary, the Company 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 ProposalProposal (provided that the Board of Directors of the Company shall not withdraw or modify in an adverse manner its approval recommendation referred to in Section 7.4 hereof except as set forth below), (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the Company's ’s Board of Directors concludes in good faith and consistent faith, after consultation with outside counsel, that failure to do so would constitute a breach of its fiduciary duties to the Company's stockholders ’s shareholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the Company's ’s Board of Directors receives from such person an executed confidentiality agreement containing on terms at least as stringent as no less favorable to the Company than those contained in the Confidentiality Agreement Agreements and the Parent (as defined in Section 7.2(b)a copy of which executed confidentiality agreement shall have been provided to the Parent for informational purposes), and (cz) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors Company notifies Parent in writing promptly of such inquiries, proposals, 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 person and the material terms and conditions of any inquiries, proposals or offers, and (iii) to withdraw or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 7.4 hereof in order to accept a Superior Proposal. The Company will promptly (and in any event within 24 hours) notify 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. (c) The Company agrees that it will, and will cause 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. (d) For purposes of this Section 7.3:

Certain Actions. (a) Except with respect to this Agreement and the transactions contemplated herebyhereby and except as otherwise permitted in this Section 7.4, neither the Company nor 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, "“Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action to facilitate (including by way of furnishing non-public information) any Acquisition Proposal (as defined below) or any inquiries with respect to or the making of any Acquisition Proposal Proposal, (as defined below)ii) enter into or participate in any discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of 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, (iii) approve, endorse or recommend 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 herein to the contrary, 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 ProposalProposal (provided that the Board of Directors of the Company shall not withdraw or modify in an adverse manner its approval recommendation referred to in Section 7.5 hereof except as set forth below), (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the Company's ’s Board of Directors concludes in good faith and consistent faith, after consultation with outside counsel, that failure to do so would be inconsistent with its fiduciary duties to the Company's stockholders ’s shareholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the Company's ’s Board of Directors receives from such person an executed confidentiality agreement containing on terms at least as stringent as no less favorable to the Company than those contained in the Confidentiality Agreement (as defined in Section 7.2(b)a copy of which executed confidentiality agreement shall have been provided to the Parent for informational purposes), and (cz) at least 48 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors Company notifies Parent in writing promptly of such inquiries, proposals, 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 person and the material terms and conditions of any inquiries, proposals or offers, and (iii) to withdraw or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 7.5 hereof in order to accept a Superior Proposal. The Company will promptly (and in any event within 24 hours) notify 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. (c) The Company agrees that it will, and will cause 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. (d) For purposes of this Section 7.37.4:

Certain Actions. (a) Except with respect to this Agreement and the transactions contemplated hereby, neither the Company ACE nor any Stockholder nor any affiliate thereof nor any representatives thereof shall directly or indirectly (i) solicit, initiate or knowingly encourage the submission of its directors, officers, agents, affiliates any Takeover Proposal (as such term is used in Rule 12b-2 under the Exchange Actdefined below) or representatives (collectivelyii) participate in any discussions or negotiations regarding, "Representatives") shallor furnish to any person any nonpublic information with respect to, directly or indirectly, initiate, solicit, encourage take any other action designed or knowingly reasonably likely to facilitate (including by way of furnishing information) any inquiries with respect to or the making of any Acquisition Proposal (as defined below). (b) Notwithstanding anything herein proposal that constitutes any Takeover Proposal, provided, however, that if, at any time prior to the contrary, Meeting the Company and its Board of Directors shall be permitted (i) of ACE determines in good faith, after consultation with outside counsel, that it is reasonably advisable to do so in order to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the extent that (a) the Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition law, ACE may, in response to a Takeover Proposal would reasonably be expected which was not solicited subsequent to result in a Superior Proposal (as defined below)the date hereof, (bx) prior furnish information with respect to providing any information or data such party to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed pursuant to a customary confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (cy) prior to providing any information or data to any person or entering into participate in discussions or and negotiations with any person, the Company's Board of Directors notifies Parent promptly of regarding 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 person and the material terms and conditions of any inquiries, proposals or offers. (c) The Company agrees that it will, and will cause 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 Takeover Proposal. (d) . For purposes of this Section 7.3:Agreement, "Takeover Proposal" means any inquiry, proposal or offer from any person other than GPI relating to any direct or indirect acquisition or purchase of a substantial amount of assets of ACE and/or its subsidiaries, taken as a whole (other than the purchase of products in the ordinary course of business), or more than a 20% interest in the total voting securities of ACE or any of its subsidiaries or any 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 ACE or any of its subsidiaries or any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving ACE or any of its subsidiaries.

Certain Actions. (aA) Except with respect to this Agreement and the transactions contemplated hereby, neither the Company WBC, Whidbey Island Bank nor any of its their directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "“Representatives"”) shall, directly or indirectly, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making of any Acquisition Proposal (as defined below). (bB) Notwithstanding anything herein to the contrary, the Company WBC 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, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the extent that (a) the Company's WBC’s Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders WBC’s shareholders under applicable law that such Acquisition Proposal would reasonably be expected to may result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Company's WBC’s Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b))Agreement, and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's WBC’s Board of Directors notifies Parent Frontier 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 person and the material terms and conditions of any inquiries, proposals or offersRepresentatives. (c) The Company agrees that it will, and will cause 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. (d) For purposes of this Section 7.3:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, YDKN will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "“YDKN Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information) , any Acquisition 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 YDKN or any of the YDKN Subsidiaries or afford access to the business, properties, assets, books or records of YDKN or any of the YDKN 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 (as defined belowiii) except in accordance with Section 8.1(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 herein in this Agreement to the contrary, the Company 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 ProposalProposal provided that the Board of Directors of YDKN shall not withdraw or modify in a manner adverse to FNB the YDKN Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, any person Third Party in response to an unsolicited a bona fide written Acquisition Proposal by any such personThird Party, if and only to the extent that (ax) the Company's YDKN’s Board of Directors concludes in good faith and consistent faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor that failure to do so would be reasonably likely to violate their fiduciary duties to the Company's stockholders under applicable law Law and that such Acquisition Proposal would could reasonably be expected to result in lead to a Superior Proposal (as defined below)Proposal, (by) prior to providing any information or data to any person Third Party in connection with an such Acquisition Proposal by any such personThird Party, the Company's YDKN’s Board of Directors receives from such person Third Party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to YDKN than those contained in the Confidentiality Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the YDKN Recommendation (the “Change in YDKN Recommendation”) if YDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor, that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law. Notwithstanding any Change in YDKN Recommendation, this Agreement shall be submitted to the shareholders of YDKN at the YDKN Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve YDKN of such obligation; provided, however, that if the Board of Directors of YDKN shall have effected a Change in YDKN Recommendation, then the Board of Directors of YDKN may submit this Agreement to YDKN’s shareholders without recommendation (although the resolutions adopting this Agreement as defined in Section 7.2(b)of the date hereof may not be rescinded), and in which event the Board of Directors of YDKN may communicate the basis for its lack of a recommendation to YDKN’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, 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) prior to providing YDKN will promptly, and in any event within twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any information or data to any person or entering into discussions or negotiations with any personrelated thereto, the Company's Board of Directors notifies Parent 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 person and which notification shall include the material terms and conditions of the Acquisition Proposal, and (ii) notify FNB in writing of any inquiriesrelated developments, proposals discussions and negotiations on a current basis; including any amendments to or offersrevisions of the terms of such Acquisition Proposal. (cd) The Company YDKN agrees that it will, and will use its reasonable best efforts to cause its the YDKN 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to this Agreement and the transactions contemplated herebyhereby and except as otherwise permitted in this Section 7.3, neither the Company nor Bank 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, "“Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action to facilitate (including by way of furnishing information) any Acquisition Proposal (as defined below) or any inquiries with respect to or the making of any Acquisition Proposal Proposal, (as defined below)ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Bank or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Bank or any of 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, (iii) approve, endorse or recommend 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 7.4 hereof, or (vi) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Bank. (b) Notwithstanding anything herein to the contrary, the Company Bank 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, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the Company's Bank’s Board of Directors concludes in good faith and consistent faith, after consultation with outside counsel, that failure to do so would constitute a breach of its fiduciary duties to the Company's stockholders Bank’s shareholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the Company's Bank’s Board of Directors receives from such person an executed confidentiality agreement containing on terms at least as stringent as no less favorable to the Bank than those contained in the Confidentiality Agreement (as defined in Section 7.2(b)a copy of which executed confidentiality agreement shall have been provided to Parent for informational purposes), and (cz) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors Bank notifies Parent in writing promptly of such inquiries, proposals, 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 person and the material terms and conditions of any inquiries, proposals or offers, and (ii) to withdraw or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 7.4 hereof in order to accept a Superior Proposal. The Bank will promptly (and in any event within 24 hours) notify 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. (c) The Company Bank agrees that it will, and will cause 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. (d) For purposes of this Section 7.3:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, HBI will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "“HBI Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information) , any Acquisition 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 HBI or any of the HBI Subsidiaries or afford access to the business, properties, assets, books or records of HBI or any of the HBI 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 (as defined belowiii) except in accordance with Section 8.1(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 herein in this Agreement to the contrary, the Company 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 ProposalProposal provided that the Board of Directors of HBI shall not withdraw or modify in a manner adverse to FNB the HBI Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, any person Third Party in response to an unsolicited a bona fide written Acquisition Proposal by any such personThird Party, if and only to the extent that (ax) the Company's HBI’s Board of Directors concludes in good faith and consistent faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor that failure to do so would be reasonably likely to violate their fiduciary duties to the Company's stockholders under applicable law Law and that such Acquisition Proposal would could reasonably be expected to result in lead to a Superior Proposal (as defined below)Proposal, (by) prior to providing any information or data to any person Third Party in connection with an such Acquisition Proposal by any such personThird Party, the Company's HBI’s Board of Directors receives from such person Third Party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to HBI than those contained in the Confidentiality Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the HBI Recommendation (the “Change in HBI Recommendation”) if HBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor, that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law. Notwithstanding any Change in HBI Recommendation, this Agreement shall be submitted to the shareholders of HBI at the HBI Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve HBI of such obligation; provided, however, that if the Board of Directors of HBI shall have effected a Change in HBI Recommendation, then the Board of Directors of HBI may submit this Agreement to HBI’s shareholders without recommendation (although the resolutions adopting this Agreement as defined in Section 7.2(b)of the date hereof may not be rescinded), and in which event the Board of Directors of HBI may communicate the basis for its lack of a recommendation to HBI’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, 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) prior to providing HBI will promptly, and in any event within twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any information or data to any person or entering into discussions or negotiations with any personrelated thereto, the Company's Board of Directors notifies Parent 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 person and which notification shall include the material terms and conditions of the Acquisition Proposal, and (ii) notify FNB in writing of any inquiriesrelated developments, proposals discussions and negotiations on a current basis; including any amendments to or offersrevisions of the terms of such Acquisition Proposal. (cd) The Company HBI agrees that it will, and will use its reasonable best efforts to cause its the HBI 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. (de) For purposes of this Section 7.3Agreement: (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) Except with respect to Notwithstanding Section 8.3(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to receipt of the transactions contemplated herebySeller Shareholder Approval, neither the Company nor (i) Seller or any of its Affiliates or Representatives receives an unsolicited, bona fide written Acquisition Proposal from any Person or Group, which Acquisition Proposal did not result from any breach of Section 8.3, (ii) Seller’s Board of Directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and (iii) Seller’s Board of Directors determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shallthen Seller’s Board of Directors, directly or indirectlyindirectly through any Affiliate or Representative, initiatemay, solicitsubject to compliance with Sections 8.4(b) and 8.4(c) and prior to receipt of the Seller Shareholder Approval, encourage (1) thereafter furnish to such Person or knowingly facilitate Group, in response to a written request therefor, non-public information relating to any Seller Entity pursuant to an executed customary confidentiality agreement that is no less restrictive than the Non-Disclosure Agreement, and (including by way of furnishing information2) any inquiries engage or otherwise participate in negotiations or discussions with respect such Person or Group that has made (and not withdrawn) such Acquisition Proposal, provided, however, that if Section 8.4(a)(i) is satisfied, then Seller and its Representatives may contact such Person or Group and their Representatives to request that such Person or the making Group provide clarification of any term or condition of such Acquisition Proposal (as defined below)that the Seller’s Board of Directors determines in good faith to be ambiguous or unclear. (b) Notwithstanding anything herein to the contrary, the Company and its Seller’s Board of Directors shall not take any of the actions referred to in clauses (1) or (2) of Section 8.4(a) unless Seller shall have delivered to Buyer a prior written notice (no less than twenty-four (24) hours in advance) advising Buyer that Seller intends to take such action. In addition, Seller shall notify Buyer promptly (but in no event later than twenty-four (24) hours) after it becomes aware of receipt by it of any Acquisition Proposal. Such notice shall be permitted subject to the terms of the Non-Disclosure Agreement and include (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide a written Acquisition Proposal by any such person, if and only to the extent that (a) the Company's Board summary of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiriessuch Acquisition Proposal, proposals not made in writing, and (ii) an unredacted copy of any Acquisition Proposal made in writing, and, in each case, the identity of the Person or offersGroup making such Acquisition Proposal. Contemporaneously with furnishing any such non-public information to such Person or Group, Seller shall furnish such non-public information to Buyer (to the extent such non-public information has not been previously furnished by Seller to Buyer). (c) The Company agrees that it will, and will cause its Representatives to, immediately cease and cause to be terminated Seller shall keep Buyer promptly informed of any activitiesmaterial developments, discussions, or negotiations existing as regarding any Acquisition Proposal (including forwarding to Buyer any written materials provided to or by Seller or its Representatives in connection with any such Acquisition Proposal) on a reasonably prompt basis (to the extent such information has not been previously furnished by Seller to Buyer). Any such disclosure shall be subject to the terms of the date of this Agreement Non-Disclosure Agreement. Seller agrees that it will not, and will not permit any Seller Entity to, enter into any confidentiality agreement or other Contract with any parties conducted heretofore Person subsequent to the date hereof which prohibits Seller from complying with respect to any Acquisition Proposalits obligations under this Section 8.4. (d) For purposes Notwithstanding anything in Section 8.4, Seller’s Board of Directors may (i) in the case of Section 8.3(a)(iii) in response to a bona fide written Acquisition Proposal made after the date hereof and prior to receipt of the Seller Shareholder Approval that did not result from a breach of Section 8.3(a)(i), effect a Change in Seller Recommendation, if Seller’s Board of Directors determines in good faith, after consulting with outside legal counsel and its financial advisor, that (A) failure to take such action would be inconsistent with, or a breach or violation of, the directors’ fiduciary duties under applicable Laws and (B) such Acquisition Proposal constitutes or is reasonably likely to constitute a Superior Proposal; and (ii) in the case of Section 8.3(a)(iv), in response to an Acquisition Proposal made after the date hereof and prior to receipt of the Seller Shareholder Approval that did not result from a breach of Section 8.3(a)(i), cause or permit Seller to terminate this Agreement pursuant to Section 7.3:11.1(e) and, in connection with such termination, authorize, adopt, approve, recommend or declare advisable such Superior Proposal, and cause or permit Seller to enter into an Acquisition Agreement with respect to such Acquisition Transaction,

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.7, AHB will not, and the transactions contemplated hereby, neither the Company nor 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, "“Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined 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 AHB or afford access to the business, properties, assets, books or records of AHB 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 (as defined belowiii) 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 herein to the contrary, the Company AHB 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, Proposal provided that the AHB Board shall not withdraw or modify in a manner adverse to Parent its Approval Recommendation except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or and provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the Company's AHB’s Board of Directors concludes in good faith and consistent with its fiduciary duties faith, after receipt of advice from outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal do so would reasonably be expected to result in a Superior Proposal (as defined below)breach its fiduciary duties to AHB’s shareholders under applicable law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the Company's AHB’s Board of Directors receives from such person an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to AHB than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))Agreement, a copy of which executed confidentiality agreement shall have been provided to Parent for informational purposes and (cz) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors AHB notifies Parent promptly in writing 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 person and the material terms and conditions of any inquiriessuch Superior Proposal; and (iii) to withdraw, proposals modify, qualify in a manner adverse to Parent, condition or offersrefuse to make its Approval Recommendation (the “Change in AHB Recommendation”) if the AHB Board concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would reasonably be expected to breach its fiduciary duties to AHB’s shareholders under applicable law. (c) The Company AHB will promptly, and in any event within 24 hours, notify 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) AHB agrees that it will, and will cause 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. (de) For purposes of this Section 7.3Agreement: (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 from any person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes a substantial portion of the net revenues, net income or net assets of AHB, (x) direct or indirect acquisition or purchase of AHB Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 10% or more of AHB’s Common Stock and such Person by reason of such purchase or acquisition first becomes the owner of 10% or more of AHB’s Common Stock after the date of this Agreement or the direct or indirect acquisition or purchase of 5% or more of AHB’s Common Stock after the date of this Agreement by a Person who on the date of this Agreement owns 10% or more of AHB’s Common Stock, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 10% or more of any class of equity securities of AHB or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving AHB other than the Transaction.

Certain Actions. (a) Except with respect During the period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date, and subject to this Agreement Section 5(b), the Designated Shareholders will not, and will cause each of their Designated Permitted Transferees not to, without the transactions contemplated herebyapproval of a majority of the Disinterested Directors: (i) publicly solicit, neither initiate or encourage, any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company nor or any subsidiary of its directorsthe Company or the acquisition of securities representing at least 30% of the voting power of the Company, officersor a substantial portion of the assets of the Company or any subsidiary of the Company (an "ACQUISITION PROPOSAL"); (ii) except as otherwise provided in Section 1, agents"solicit", affiliates or become a "participant" in any "solicitation" of, any "proxy" (as such term is used terms are defined in Rule 12b-2 Regulation 14A under the Exchange Act) from any holder of Voting Securities in connection with any vote on any matter, or representatives agree or announce their intention to vote with any Person undertaking a "solicitation"; (collectivelyiii) form, "Representatives") shall, directly join or indirectly, initiate, solicit, encourage or knowingly facilitate (including by in any way of furnishing information) any inquiries participate in a group with respect to any Voting Securities; PROVIDED that this clause 5(a)(iii) shall not prohibit any such arrangement solely among the WCAS Purchasers; or (iv) advise or assist any other Person in connection with any of the making foregoing or publicly disclose any intention, plan or arrangement inconsistent with any of any Acquisition Proposal (as defined below)the foregoing. (b) Notwithstanding anything herein to In the contrary, the Company 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, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the extent event that (a) the Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal Hostile Approach (as defined below) is made by any Person (a "HOSTILE PERSON"), the restrictions set forth in Section 5(a) shall be suspended upon the earliest of (bi) prior the fifth business day following such Hostile Approach, unless the Board shall have publicly announced their opposition to providing such Hostile Approach, including, where applicable, by recommending that stockholders of the Company vote against, and do not furnish any information proxy, consent or data to any person authorization requested by such Hostile Person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiries, proposals or offers. (c) The Company agrees that it will, and will cause 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. (d) For purposes of this Section 7.3:such

Certain Actions. (a) Except with respect to Notwithstanding Section 8.3 or any other provision of this Agreement, if at any time following the date of this Agreement and prior to receipt of the transactions contemplated herebySeller Shareholder Approval, neither (i) Seller or any its Subsidiaries or Representatives receives an unsolicited, bona fide written Acquisition Proposal from any Person, which Acquisition Proposal did not result from any breach of Section 8.3, and (ii) Seller’s Board of Directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to become a Superior Proposal, and Seller’s Board of Directors determines in good faith after consultation with outside legal counsel, that failure to take such action would be inconsistent with the Company nor any directors’ fiduciary duties under applicable Law, then Seller’s Board of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shallDirectors, directly or indirectlyindirectly through any Subsidiary or Representative, initiatemay, solicitsubject to compliance with Section 8.4(c) and prior to receipt of the Seller Shareholder Approval, encourage (1) thereafter furnish to such Person non-public information relating to any Seller Entity pursuant to an executed confidentiality agreement that is no less restrictive than the Confidentiality Agreement, and (2) engage or knowingly facilitate otherwise participate in negotiations or discussions with such Person that has made (including and not withdrawn) such Acquisition Proposal. The Seller Entities shall use their reasonable best efforts to provide any competitively sensitive non-public information to any competitor in connection with the actions permitted by way this Section 8.4, only in accordance with “clean room” or other similar procedures, intended to limit any adverse effect of furnishing information) any inquiries with respect to or the making sharing of any Acquisition Proposal (as defined below)such information regarding the Seller Entities. (b) Notwithstanding anything herein to the contrary, the Company and its Seller’s Board of Directors shall be permitted not take any of the actions referred to in clauses (1) or (2) of Section 8.4(a) unless Seller shall have delivered to Buyer a prior written notice (no less than twenty-four (24) hours in advance) advising Buyer that Seller intends to take such action. Seller shall notify Buyer promptly (but in no event later than twenty-four (24) hours) after it becomes aware of receipt by it (or any of its Affiliates or Representative) of any Acquisition Proposal. Such notice shall include (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide a written Acquisition Proposal by any such person, if and only to the extent that (a) the Company's Board detailed summary of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiriessuch Acquisition Proposal, proposals indication or offersrequest not made in writing (including any material updates, revisions or supplements thereto) provided to any Seller Entity or any Subsidiary or Representative of Seller (including any financing commitments or similar materials relating thereto) and (ii) the identity of the Person making such Acquisition Proposal. Seller shall keep Buyer reasonably informed, on a prompt basis (and in any event within twenty-four (24) hours of the occurrence thereof), of the status and material terms of any such Acquisition Proposal, indication or request, including any significant developments, discussions or negotiations regarding any Acquisition Proposal. Seller shall simultaneously provide Buyer with a list of any non-public information concerning the Seller Entities’ business, present or future performance, financial condition or results of operations that Seller provided to any third party in connection with discussions concerning an Acquisition Proposal and, to the extent such information has not been previously provided to Buyer, copies of such information. Seller agrees that it will not, and will not permit any Seller Entity to, enter into any confidentiality agreement or other Contract with any Person subsequent to the date hereof which prohibits Seller from complying with its obligations under this Section 8.4. (c) The Company agrees Notwithstanding anything in Section 8.3, Seller’s Board of Directors may (i) in response to an Acquisition Proposal made after the date hereof and prior to receipt of the Seller Shareholder Approval that it willdid not result from a breach of Section 8.3(a)(i), effect a Change in Seller Recommendation, if Seller’s Board of Directors determines in good faith, after consulting with outside legal counsel and its financial advisor, that (1) failure to take such action would be inconsistent with, or a breach or violation of, the directors’ fiduciary duties under applicable Laws and (2) such Acquisition Proposal constitutes a Superior Proposal; and (ii) in response to an Acquisition Proposal made after the date hereof and prior to receipt of the Seller Shareholder Approval that did not result from a breach of Section 8.3(a)(i), cause or permit Seller to terminate this Agreement pursuant to Section 11.1(e) and, in connection with such termination, authorize, adopt, approve, recommend or declare advisable such Superior Proposal, and will cause or permit any Seller Entity to enter into an Acquisition Agreement with respect to such Acquisition Transaction, if Seller’s Board of Directors determines in good faith, after consulting with outside legal counsel and its financial advisor, that (A) failure to take such action would be inconsistent with, or a breach or violation of, the directors’ fiduciary duties under applicable Laws and (B) such Acquisition Proposal constitutes a Superior Proposal; provided, however, that prior to affecting any Change in Seller Recommendation and/or termination of this Agreement pursuant to Section 11.1(e), (w) Seller has given notice to Buyer, in writing, at least five (5) business days (the “Notice Period”) before taking such action, of its intention to take such action with respect to an Acquisition Proposal, which notice shall state expressly that Seller has received an Acquisition Proposal that Seller’s Board of Directors intends to declare a Superior Proposal and that Seller’s Board of Directors intends to make a Change in Seller Recommendation and/or Seller intends to enter into an Acquisition Agreement with respect thereto; (x) Seller attaches to such notice a written detailed summary of the material terms of the Superior Proposal, including any financing commitments relating thereto (which version shall be updated on a prompt basis); (y) after providing such notice and prior to terminating this Agreement pursuant to Section 11.1(e), Seller shall have, and shall have caused its Subsidiaries and Representatives to, immediately cease during the Notice Period, negotiate with Buyer in good faith to make such adjustments in the terms and cause to be terminated any activities, discussions, or negotiations existing as of the date conditions of this Agreement as would permit Seller not to effect a Change in Seller Recommendation or terminate this Agreement pursuant to Section 11.1(e); (z) following the end of such Notice Period, Seller’s Board of Directors shall have considered in good faith any proposed revisions to this Agreement proposed in writing by Buyer, and shall have determined in good faith, after consultation with its financial advisor and outside legal counsel, that the Superior Proposal would continue to constitute a Superior Proposal if such revisions were to be given effect; provided, that, in the event of any parties conducted heretofore material revisions to the Acquisition Proposal that Seller’s Board of Directors has determined to be a Superior Proposal, Seller shall be required to deliver a new written notice to Buyer and to comply with respect to any Acquisition Proposal. (d) For purposes the requirements of this Section 7.3:8.4(c)(ii)(B)(w)-(z) de novo.

Certain Actions. (a) Except with respect to this Agreement and the transactions contemplated herebyhereby and except as otherwise permitted in this Section 7.3, neither the Company nor 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, "“Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action to facilitate (including by way of furnishing information) any Acquisition Proposal (as defined below) or any inquiries with respect to or the making of any Acquisition Proposal Proposal, (as defined below)ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of 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, (iii) approve, endorse or recommend 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 7.4 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 herein to the contrary, 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 ProposalProposal (provided that the Board of Directors of the Company shall not withdraw or modify in an adverse manner its approval recommendation referred to in Section 7.4 hereof except as set forth below), (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the Company's ’s Board of Directors concludes in good faith and consistent faith, after consultation with outside counsel, that failure to do so would constitute a breach of its fiduciary duties to the Company's stockholders ’s shareholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the Company's ’s Board of Directors receives from such person an executed confidentiality agreement containing on terms at least as stringent as no less favorable to the Company than those contained in the Confidentiality Agreement (as defined in Section 7.2(b)a copy of which executed confidentiality agreement shall have been provided to Parent for informational purposes), and (cz) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors Company notifies Parent in writing promptly of such inquiries, proposals, 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 person and the material terms and conditions of any inquiries, proposals or offers, and (iii) to withdraw or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 7.4 hereof in order to accept a Superior Proposal. The Company will promptly (and in any event within 24 hours) notify 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. (c) The Company agrees that it will, and will cause 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. (d) For purposes of this Section 7.3:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.08, NSD will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "Representatives") shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined 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 NSD or any of its Subsidiaries or afford access to the business, properties, assets, books or records of NSD or any of 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 (as defined belowiii) except in accordance with Section 8.01(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 herein to the contrary, the Company 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, Proposal provided that the Board of Directors of NSD shall not withdraw or modify in a manner adverse to Parent its Approval Recommendation except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the CompanyNSD's Board of Directors concludes in good faith and consistent faith, after consultation with outside counsel, that failure to do so would breach its fiduciary duties to the CompanyNSD's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the CompanyNSD's Board of Directors receives from such person an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to NSD than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))between NSD and Parent, a copy of which executed confidentiality agreement shall have been provided to Parent for informational purposes, and (cz) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors NSD promptly notifies Parent promptly in writing 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 person and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to Parent, condition or offersrefuse to make its Approval Recommendation (the "Change in NSD Recommendation") if NSD's Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would breach its fiduciary duties to NSD's stockholders under applicable law. (c) The Company NSD will promptly, and in any event within 24 hours, notify 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) NSD agrees that it will, and will cause 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, MBI will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "“MBI Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (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 MBI or any of the MBI Subsidiaries or afford access to the business, properties, assets, books or records of MBI or any of the 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 (as defined belowiii) except in accordance with Section 8.1(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 herein in this Agreement to the contrary, the Company 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, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to provided that the extent that (a) the Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result of MBI shall not withdraw or modify in a Superior Proposal (as defined below), (b) prior manner adverse to providing any information or data to any person in connection with an Acquisition Proposal by any such person, FNB the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiries, proposals or offers.MBI (cd) The Company MBI agrees that it will, and will use its reasonable best efforts to cause its the MBI 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.. 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 MBI to promptly return or destroy all information, documents and materials relating to an Acquisition Proposal or to MBI or its businesses, operations or affairs heretofore furnished by 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, and to destroy all summaries, analyses (de) For purposes of this Section 7.3: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 MBI and the MBI Subsidiaries, taken as a whole, (B) direct or indirect acquisition or purchase of MBI Common Shares after the date of this Agreement by a Person who on the date of this Agreement does not own 20% or more of MBI Common Shares and such Person by reason of such purchase or acquisition first becomes the owner of 20% or more of MBI Common Shares 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 MBI or (D) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving MBI other than the transactions this Agreement contemplates. (ii) The term “Superior Proposal” means any bona fide, unsolicited written Acquisition Proposal made by a Third Party to acquire more than 50% of the combined voting power of the MBI Common Shares then outstanding or all or substantially all of MBI’s consolidated assets for consideration consisting of cash and/or securities that is on terms that the Board of Directors of MBI in good faith concludes, based on the information then available after consultation with its financial advisors and outside counsel, taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation, (A) is on terms that the Board of Directors of MBI in its good faith judgment believes to be more favorable to MBI than the Merger, (B) for which financing, to the extent required, is then fully committed or reasonably determined to be available by the Board of Directors of MBI and (C) is reasonably capable of being completed.

Certain Actions. (a) Except Subject to the provisions of Section 2.3(c), in the event the Sponsors collectively Beneficially Own 30% or more of the outstanding shares of Common Stock, without the approval of a majority of the shares of Common Stock Beneficially Owned by the Sponsors, each acting solely in each of their individual capacities as a stockholder of the Company, the Company shall not, and shall cause each of the Company’s subsidiaries not to, in each case except with respect to this Agreement and such matters expressly contemplated by Section 2.3(b): (i) adopt or propose any amendment, modification or restatement of or supplement to the transactions contemplated herebyCompany’s Certificate of Incorporation; (ii) adopt or propose any amendment, neither modification or restatement of or supplement to the Company’s Bylaws; (iii) commence a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or consent to the entry of a decree or order for relief or in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it or them, or the file a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or consent to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company nor or its subsidiaries or of any substantial part of its directorsor their property, officersor make an assignment for the benefit of creditors, agentsor admit in writing of its or their inability to pay its or their debts generally as they become due, affiliates (as such term is used or take any action in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shall, directly or indirectly, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making furtherance of any Acquisition Proposal such action; or (iv) change the size of the Board, except as defined below)required by applicable law or pursuant to the terms of this Agreement. (b) Notwithstanding anything herein Subject to the contraryprovisions of Section 2.3(c), in the event the Sponsors collectively Beneficially Own 50% or more of the outstanding shares of Common Stock, without the approval of a majority of the shares of Common Stock Beneficially Owned by the Sponsors, each acting solely in each of their individual capacities as a stockholder of the Company, the Company shall not, and its Board shall cause each of Directors shall be permitted the Company’s subsidiaries not to: (i) to comply consummate any acquisition, whether by purchase, contribution, merger, consolidation or otherwise, of any property, assets or equity interests for consideration with Rule 14d-9 and Rule 14e-2 promulgated under a Fair Market Value, as determined in good faith by the Exchange Act with regard to an Acquisition ProposalBoard, of greater than $150,000,000 in any single transaction; or (ii) to engage in issue any discussions class or negotiations withseries of equity securities of the Company, the terms of which expressly provide that such class or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only series will rank senior to the extent that (a) Common Stock as to dividend rights or distribution rights upon the liquidation, winding up or dissolution of the Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiries, proposals or offers. (c) The Company agrees approval rights set forth in Section 2.3(a) above shall terminate at such time that it will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions, or negotiations existing as the Sponsors collectively Beneficially Own less than 30% of the date outstanding shares of Common Stock; provided that if this Agreement with any parties conducted heretofore is terminated with respect to any Acquisition ProposalSponsor pursuant to Section 3.1, such Sponsor’s Beneficial Ownership of outstanding shares of Common Stock shall no longer be considered in calculating the Sponsors’ collective Beneficial Ownership of outstanding shares of Common Stock pursuant to this Agreement. (d) For purposes of this Section 7.3:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, BCSB will not, and the transactions contemplated hereby, neither the Company nor 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, "“BCSB Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (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 BCSB or any of the BCSB Subsidiaries or afford access to the business, properties, assets, books or records of BCSB or any of the BCSB 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 (as defined belowiii) 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 herein in this Agreement to the contrary, the Company BCSB 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 ProposalProposal provided that the Board of Directors of BCSB shall not withdraw or modify in a manner adverse to FNB the BCSB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, and afford access to the business, properties, assets, books or records of BCSB or any person of the BCSB Subsidiaries to, any third party in response to an unsolicited bona fide written Acquisition Proposal a Superior Proposal, as defined in Section 6.11(e)(ii), by any such personthird party, if and only to the extent that (ax) the Company's BCSB’s Board of Directors concludes in good faith and consistent faith, after consultation with its fiduciary duties outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal do so would be reasonably be expected to result in a Superior Proposal (as defined below)breach of their fiduciary duties under applicable Law, (by) prior to providing any information or data to any person third party in connection with an Acquisition a Superior Proposal by any such personthird party, the Company's BCSB’s Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to BCSB than those contained in the Confidentiality Agreement (confidentiality agreement between BCSB and FNB dated as defined in Section 7.2(b))of April 6, 2013, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes, and (cz) at least one business day prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board BCSB has notified FNB in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Superior Proposal, proposals and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or offersrefuse to make the BCSB Recommendation (the “Change in BCSB Recommendation”) if BCSB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change in BCSB Recommendation, this Agreement shall be submitted to the shareholders of BCSB at the BCSB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve BCSB of such obligation; provided, however, that if the Board of Directors of BCSB shall have effected a Change in BCSB Recommendation, then the Board of Directors of BCSB may submit this Agreement to BCSB’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 BCSB may communicate the basis for its lack of a recommendation to BCSB’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, BCSB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) The Company BCSB 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) BCSB agrees that it will, and will cause its the BCSB 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. BCSB 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 BCSB to promptly return or destroy (which destruction shall be certified in writing by such Person to BCSB) all information, documents and materials relating to an Acquisition Proposal or to BCSB or its businesses, operations or affairs heretofore furnished by BCSB 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except Subject to the provisions of Section 2.3(c), in the event the Sponsors collectively Beneficially Own 30% or more of the outstanding shares of Common Stock, without the approval of a majority of the shares of Common Stock Beneficially Owned by the Sponsors, each acting solely in each of their individual capacities as a stockholder of the Company, the Company shall not, and shall cause each of the Company’s subsidiaries not to, in each case except with respect to this Agreement and such matters expressly contemplated by Section 2.3(b): (i) adopt or propose any amendment, modification or restatement of or supplement to the transactions contemplated herebyCompany’s Certificate of Incorporation; (ii) adopt or propose any amendment, neither modification or restatement of or supplement to the Company’s Bylaws; (iii) commence a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or consent to the entry of a decree or order for relief or in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it or them, or the file a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or consent to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company nor or its subsidiaries or of any substantial part of its directorsor their property, officersor make an assignment for the benefit of creditors, agentsor admit in writing of its or their inability to pay its or their debts generally as they become due, affiliates (as such term is used or take any action in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shall, directly or indirectly, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making furtherance of any Acquisition Proposal such action; or (iv) change the size of the Board, except as defined below)required by applicable law or pursuant to the terms of this Agreement. (b) Notwithstanding anything herein Subject to the contraryprovisions of Section 2.3(c), in the event the Sponsors collectively Beneficially Own 50% or more of the outstanding shares of Common Stock, without the approval of a majority of the shares of Common Stock Beneficially Owned by the Sponsors, each acting solely in each of their individual capacities as a stockholder of the Company, the Company shall not, and its Board shall cause each of Directors shall be permitted the Company’s subsidiaries not to: (i) to comply consummate any acquisition, whether by purchase, contribution, merger, consolidation or otherwise, of any property, assets or equity interests for consideration with Rule 14d-9 and Rule 14e-2 promulgated under a Fair Market Value, as determined in good faith by the Exchange Act with regard to an Acquisition ProposalBoard, of greater than $150,000,000 in any single transaction; or (ii) to engage in issue any discussions class or negotiations withseries of equity securities of the Company, the terms of which expressly provide that such class or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only series will rank senior to the extent that (a) Common Stock as to voting rights, dividend rights or distribution rights upon the liquidation, winding up or dissolution of the Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiries, proposals or offers. (c) The Company agrees approval rights set forth in Section 2.3(a) above shall terminate at such time that it will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions, or negotiations existing as the Sponsors collectively Beneficially Own less than 30% of the date outstanding shares of Common Stock; provided that if this Agreement with any parties conducted heretofore is terminated with respect to any Acquisition ProposalSponsor pursuant to Section 3.1, such Sponsor’s Beneficial Ownership of outstanding shares of Common Stock shall no longer be considered in calculating the Sponsors’ collective Beneficial Ownership of outstanding shares of Common Stock pursuant to this Agreement. (d) For purposes of this Section 7.3:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, UBNC will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "“UBNC Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information) , any Acquisition 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 UBNC or any of the UBNC Subsidiaries or afford access to the business, properties, assets, books or records of UBNC or any of the UBNC 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 (as defined belowiii) 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 herein in this Agreement to the contrary, the Company 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 ProposalProposal provided that the Board of Directors of UBNC shall not withdraw or modify in a manner adverse to FNB the UBNC Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, any person Third Party in response to an unsolicited a bona fide written Acquisition Proposal by any such personThird Party, if and only to the extent that (ax) the Company's UBNC’s Board of Directors concludes in good faith and consistent faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor that failure to do so would be reasonably likely to violate their fiduciary duties to the Company's stockholders under applicable law Law and that such Acquisition Proposal would could reasonably be expected to result in lead to a Superior Proposal (as defined below)Proposal, (by) prior to providing any information or data to any person Third Party in connection with an such Acquisition Proposal by any such personThird Party, the Company's UBNC’s Board of Directors receives from such person Third Party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to UBNC than those contained in the Confidentiality Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the UBNC Recommendation (the “Change in UBNC Recommendation”) if UBNC’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor, that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law. Notwithstanding any Change in UBNC Recommendation, this Agreement shall be submitted to the shareholders of UBNC at the UBNC Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve UBNC of such obligation; provided, however, that if the Board of Directors of UBNC shall have effected a Change in UBNC Recommendation, then the Board of Directors of UBNC may submit this Agreement to UBNC’s shareholders without recommendation (although the resolutions adopting this Agreement as defined in Section 7.2(b)of the date hereof may not be rescinded), and in which event the Board of Directors of UBNC may communicate the basis for its lack of a recommendation to UBNC’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, 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) prior to providing UBNC will promptly, and in any event within twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any information or data to any person or entering into discussions or negotiations with any personrelated thereto, the Company's Board of Directors notifies Parent 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 person and which notification shall include the material terms and conditions of the Acquisition Proposal, and (ii) notify FNB in writing of any inquiriesrelated developments, proposals discussions and negotiations on a current basis; including any amendments to or offersrevisions of the terms of such Acquisition Proposal. (cd) The Company UBNC agrees that it will, and will use its reasonable best efforts to cause its the UBNC 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. (de) For purposes of this Section 7.3Agreement: (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.

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, OBA will not, and the transactions contemplated hereby, neither the Company nor 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, "“OBA Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (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 OBA or any of the OBA Subsidiaries or afford access to the business, properties, assets, books or records of OBA or any of the OBA 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 (as defined belowiii) 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 herein in this Agreement to the contrary, the Company OBA 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 ProposalProposal provided that the Board of Directors of OBA shall not withdraw or modify in a manner adverse to FNB the OBA Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, and afford access to the business, properties, assets, books and records of OBA or any person of the OBA Subsidiaries, any third party in response to an unsolicited bona fide written Acquisition Proposal a Superior Proposal, as defined in Section 6.11(e)(ii), by any such personthird party, if and only to the extent that (ax) the Company's OBA’s Board of Directors concludes in good faith and consistent faith, after consultation with its fiduciary duties outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal do so would be reasonably be expected to result in a Superior Proposal (as defined below)breach of their fiduciary duties under applicable Law, (by) prior to providing any information or data to any person third party in connection with an Acquisition a Superior Proposal by any such personthird party, the Company's OBA’s Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to OBA than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))Agreements between OBA and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes, and (cz) at least 48 hours prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board OBA promptly notifies FNB in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Superior Proposal, proposals and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or offersrefuse to make the OBA Recommendation (the “Change in OBA Recommendation”) if OBA’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change in OBA Recommendation, this Agreement shall be submitted to the shareholders of OBA at the OBA Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve OBA of such obligation; provided, however, that if the Board of Directors of OBA shall have effected a Change in OBA Recommendation, then the Board of Directors of OBA may submit this Agreement to OBA’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 OBA may communicate the basis for its lack of a recommendation to OBA’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, OBA shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) The Company OBA 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) OBA agrees that it will, and will cause its the OBA 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. OBA 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 OBA to promptly return or destroy (which destruction shall be certified in writing by such Person to OBA) all information, documents and materials relating to an Acquisition Proposal or to OBA or its businesses, operations or affairs heretofore furnished by OBA 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to From the date of this Agreement and through the transactions contemplated herebyEffective Time, except as otherwise permitted by this Section 6.8, neither the Company GLB nor BVCC will authorize or permit any of its their respective directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "Representatives") shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined 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 GLB or BVCC, as the case may be, nor any of their respective Subsidiaries or afford access to the business, properties, assets, books or records of GLB or BVCC, as the case may be, or any of their respective 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 (as defined below)iii) 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 herein to the contrary, the Company GLB and its Board BVCC and their respective Boards 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 ProposalProposal provided that the Boards of Directors of GLB and BVCC shall not withdraw or modify in a manner adverse to BVCC or GLB, as the case may be, the BVCC Approval Recommendation or the GLB Approval Recommendation, as the case may be, except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the CompanyGLB's Board of Directors or BVCC's Board of Directors, as the case may be, concludes in good faith and consistent faith, after consultation with outside counsel, that failure to do so would breach its fiduciary duties to the Company's its stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the CompanyGLB's or BVCC's respective Board of Directors Directors, as the case may be, receives from such person an executed confidentiality agreement containing agreement, which confidentiality terms at least shall be no less favorable to GLB or BVCC, as stringent as the case may be, than those contained in the Confidentiality Agreement (Agreements between GLB and BVCC, a copy of which executed confidentiality agreement shall have been provided to BVCC or GLB, as defined in Section 7.2(b))the case may be, for informational purposes, and (cz) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, GLB or BVCC, as the Company's Board case may be, promptly notifies the other in writing of Directors notifies Parent 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 person and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to BVCC or offersGLB, as the case may be, condition or refuse to make the BVCC or GLB Approval Recommendation, as the case may be, (the "Change in GLB Recommendation" or "Change in BVCC Recommendation") if GLB's or BVCC's Board of Directors, as the case may be, concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would breach its fiduciary duties to its stockholders under applicable law. (c) The Company agrees GLB and BVCC will promptly, and in any event within 24 hours, notify the other in writing of its 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) GLB and BVCC each agree that it will, and will cause 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, IRGB will not, and the transactions contemplated hereby, neither the Company nor 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, "“IRGB Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (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 IRGB or any of its Subsidiaries or afford access to the business, properties, assets, books or records of IRGB or any of 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 (as defined belowiii) 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 herein to the contrary, the Company 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, Proposal provided that the Board of Directors of IRGB shall not withdraw or modify in a manner adverse to FNB the IRGB Recommendation except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or and provide any information to, any person third party in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined in Section 6.11(e)(ii)) by any such personthird party, if and only to the extent that (ax) the Company's IRGB’s Board of Directors concludes in good faith and consistent faith, after consultation with its fiduciary duties outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal would do so could reasonably be expected to result in a Superior Proposal (as defined below)breach its fiduciary duties under applicable law, (by) prior to providing any information or data to any person third party in connection with an Acquisition a Superior Proposal by any such personthird party, the Company's IRGB’s Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to IRGB than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))between IRGB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (cz) at least 72 hours prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board IRGB promptly notifies FNB in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to FNB, condition or offersrefuse to make the IRGB Recommendation (the “Change in IRGB Recommendation”) if IRGB’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 its fiduciary duties under applicable law. (c) The Company 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) IRGB agrees that it will, and will cause its the IRGB 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to Notwithstanding anything in this Agreement and the transactions contemplated hereby, neither the Company nor any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shall, directly or indirectly, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making of any Acquisition Proposal (as defined below). (b) Notwithstanding anything herein to the contrary, the Company shall not, and shall not permit any Company Subsidiary (or, for the avoidance of doubt, any Person that immediately after such transaction would be a Company Subsidiary) to, and no Manager shall vote to cause the Company or any Company Subsidiary to, without the prior written consent of (or a prior written waiver from) Sponsor in its Board of Directors shall be permitted sole discretion and in its capacity as a Member: (i) alter in any material respect the Business or the operations of the Company and the Company Subsidiaries, in each case as of immediately after the Closing, except where such alterations are contained in the annual business plans approved hereafter by the Board (collectively, the “Approved Business Plans”); (ii) approve (A) the annual business plan, including annual operating and capital budgets of the Company and the Company Subsidiaries or (B) any subsequent material deviations from any such Approved Business Plan or annual operating budget; (iii) alter, amend, repeal or waive (or propose to comply alter, amend, repeal or waive) by any means (including by merger, consolidation, conversions, Transfer, liquidation, dissolution or any other means) any provision of this Agreement or any other governing or organizational document of the Company or any Company Subsidiary; or commit or agree to do any of the foregoing; (iv) (A) increase or decrease the number of representatives on the Board or any Board committee; or (B) amend, modify, reduce, eliminate or otherwise alter or circumscribe, in any way, the rights of certain Persons to designate Managers; or (C) institute, modify, increase or waive any requirement to serve as a Manager on the Board, any committee thereof, including with Rule 14d-9 and Rule 14e-2 promulgated respect to independence; (v) liquidate (including pursuant to Section 11.2), dissolve (including pursuant to Section 11.1), incur or suffer an Insolvency Event or take any other action under Article XI; (vi) enter into, amend, alter or waive any material rights with respect to any arrangements, transactions or agreements with (x) any affiliate, Manager, Member, manager, member, partner, director, officer, employee, consultant, advisor, counsel or service provider of the Exchange Act Company or any Company Subsidiary, or (y) any affiliate or member of the Family Group of any affiliate, Manager, Member, manager, member, partner, director, officer, employee, consultant, advisor, counsel or service provider of the Company or any Company Subsidiary or other related parties, including any management incentive or compensation plan (other than the Incentive Equity Plan (it being understood that any termination, amendment, increase, modification or waiver of the Incentive Equity Plan (including any increase in the number of Units to be issued thereunder (or the terms of the Units authorized thereunder) following the date hereof will require the prior written consent of Sponsor)); except, with regard to actions that would otherwise be subject to this Section 6.1(b)(vi), those actions which are in the ordinary course of business and on terms and conditions not less favorable, when considered on the whole, to the Company or such Company Subsidiary, as the case may be, that could be obtained on an Acquisition Proposalarm’s-length basis from unrelated or unaffiliated third parties; (vii) make or guarantee directly or indirectly, any loans or advances to any employee, executive officer, director, Manager, Member, manager, member, or partner of the Company or a Company Subsidiary; (viii) hire, terminate (actually or constructively) or materially alter the responsibilities, compensation or benefits of the chief executive officer (or equivalent) of the Company; (ix) (A) change or replace the public accountants or outside auditors of the Company and/or the Company Subsidiaries, except that the Company and/or any Company Subsidiary may, without the prior consent of Sponsor, initially replace the Company’s existing auditors; (B) change any material accounting policy, method, principle or practice used by the Company and/or the Company Subsidiaries; (C) depart from GAAP on any of the Company’s or a Company Subsidiary’s annual and quarterly financial statements; (D) select, retain, amend or terminate (or propose to amend or retain, or threaten to terminate) any retention, engagement, advisory, brokerage, transaction or underwriting arrangement or agreement (or the compensation or payments to be made by, or the obligations of, the Company or the Company Subsidiaries thereunder) with any underwriter, manager, financial advisor, broker or banker to the Company and/or the Company Subsidiaries in connection with a Sale Transaction (or process to effect a Sale Transaction) or initial Public Offering; or (E) enter into, amend, alter or waive any material rights, obligations or terms of, any Material Contract or any Strategic Relationship, in each case which would be reasonably likely to result in a financial impact on the Company or any Company Subsidiary in excess of $5 million; (x) create, authorize, assign, grant, sell or issue any Units, Equity Securities or other interests, or instruments comprising, linked to or based on Units, Equity Securities or the profits of the Company or any of the Company Subsidiaries or that otherwise provide a Person with the benefits of the same (other than issuances of Class A Common Units or Class B Common Units approved by the Board under the Incentive Equity Plan pursuant to Equity Agreements); (xi) admit any Person as a Member (or otherwise provide a Person with the benefits thereof) or admit any Person as a Substitute Member (other than any Permitted Transferee in accordance with Section 10.1); (xii) make any acquisitions or investments (or propose to make acquisitions or make investments), whether in the form of debt or equity, whether in one transaction or a series of related transactions and regardless of how such transaction is structured; provided that, without the prior written consent of Sponsor (A) the Company and the Company Subsidiaries may acquire the equity of, or make an investment in, or enter into a joint venture with, entities in the Business, in each case, whether pursuant to a single transaction or a series of related transactions, involving or with an aggregate value of less than $25 million, and (B) enter into any acquisition or investment transaction which would be allowed under the provisions of Section 6.1(b)(xii) above; (xiii) dispose of or divest (or propose to dispose of or divest) or exchange or sell any portion of the assets, or Units or Equity Securities of the Company, any Company Subsidiary or any Affiliate of the Company (each a “Disposal”), (iiA) to engage any such property with a Fair Market Value in excess of $10 million, in the case of any discussions one such Disposal (whether consummated in a single transaction or negotiations witha series of related transactions), and (B) any such property with an aggregate Fair Market Value in excess of $45 million, in the case of all Disposals permitted under this Section 6.1(b)(xv), including any Disposals for which Sponsor consent is required under the preceding clause (A), taken as a whole; (xiv) enter into any merger, combination, conversion, consolidation, amalgamation, recapitalization, reorganization, joint venture or partnership, where such transaction, or provide series of related transactions would be material to the Company and the Company Subsidiaries; (xv) (A) make any information toDistribution (for the avoidance of doubt, other than Tax Distributions), declare any dividend on, or repurchase or redeem, any person Units or Equity Securities of the Company or any Company Subsidiary, except as specifically set forth in response to an unsolicited bona fide written Acquisition Proposal the Incentive Equity Plan and the applicable Equity Agreement, or (B) in the Company’s capacity as a manager, director, member, partner, shareholder or interestholder of any Company Subsidiary, directly or indirectly cause or permit any distribution by any Company Subsidiary not in accordance with the terms of such personCompany Subsidiary’s operating agreement, if and only certificate of incorporation, stockholders agreement or similar governing document consistent with past practices or prior course of conduct; (xvi) initiate, defend, prosecute, settle or waive any claim, arbitration, lawsuit or other legal action or Proceeding (or any threatened claim, arbitration, lawsuit or other legal action or Proceeding), to the extent that (aA) the Company's Board of Directors concludes amount in good faith and consistent with its fiduciary duties dispute or any value otherwise pertaining to the Company's stockholders under applicable law that any such Acquisition Proposal action would reasonably be expected to exceed $4 million, individually or in the aggregate, (B) any such action involves a Governmental Entity as a party or includes allegations of a criminal nature, or (C) the resolution of which would result in equitable relief being imposed on the Company or any Company Subsidiary, and whether initiated by the Company or any of the Company Subsidiaries, any party hereto, any Affiliates of any party hereto, or by any third party; (xvii) change or convert the current legal form or organizational structure of the Company or any Company Subsidiary or change the classifications for Tax purposes of the Company or any Company Subsidiary; (xviii) change or adopt any method of allocating Profits, Losses or taxable items of income, loss, credit or deduction that may adversely impact any member of the Sponsor Group (or any direct or indirect member of any member of the Sponsor Group); or (xix) make or guarantee directly or indirectly, any loans or advances to any sales representatives or sales associates of the Company or a Superior Proposal Company Subsidiary. The Board, the Chief Executive Officer, the Chief Financial Officer, the President or the General Counsel of the Company, as applicable, shall promptly and, in any case, prior to making any determination to take any action (as defined belowor determination that requires omitting to take action) requiring the prior written consent of the Sponsor pursuant to this Agreement, disclose in writing to the holders of Sponsor Equity any such fact, matter, circumstance or other information pertaining to matters requiring the prior written consent of the Sponsor that would be material or relevant to a prudent person in deciding whether or not to consent to any such matter. Pursuant to Section 6.7(b), Sponsor shall have an amount of time reasonable under the circumstances to duly consider such fact, matter, circumstance and other information, which consideration may include consultation with advisors and representatives, or approval from any internal decision making body, in making a determination to provide or withhold its consent or approval in Sponsor’s sole discretion. Any action (bor determination that requires omitting to take action) that is ultimately determined to require the prior written consent of the Sponsor pursuant to providing any information or data to any person in connection with an Acquisition Proposal by any such personthis Agreement, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in including this Section 7.2(b)6.1(b), that is taken (or determination made not to act) without such prior written consent shall be void ab initio and (c) prior to providing any information shall not be a binding or data to any person authorized obligation or entering into discussions or negotiations with any person, determination of the Company's Board of Directors notifies Parent promptly of such inquiries, proposals, or offers received by, any such information requested from, Company 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 person and the material terms and conditions of any inquiries, proposals or offersCompany Subsidiary. (c) The Company agrees that it will, and will cause 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. (d) For purposes of this Section 7.3:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.13, Omega will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "“Omega Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined in Section 6.13(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 Omega or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Omega or any of 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 (as defined belowiii) 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 herein to the contrary, the Company Omega 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, Proposal provided that the Board of Directors of Omega shall not withdraw or modify in a manner adverse to FNB the Omega Recommendation except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or and provide any information to, any person third party in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined in Section 6.13(e)(ii)) by any such personthird party, if and only to the extent that (ax) the Company's Omega’s Board of Directors concludes in good faith and consistent faith, after consultation with its fiduciary duties outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal would do so could reasonably be expected to result in a Superior Proposal (as defined below)breach its fiduciary duties under applicable law, (by) prior to providing any information or data to any person third party in connection with an Acquisition a Superior Proposal by any such personthird party, the Company's Omega’s Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to Omega than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))between Omega and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (cz) at least 72 hours prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board Omega promptly notifies FNB in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to FNB, condition or offersrefuse to make the Omega Recommendation (the “Change in Omega Recommendation”) if Omega’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 its fiduciary duties under applicable law. (c) The Company Omega 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) Omega agrees that it will, and will cause its the Omega 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 8.10, UNNF will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "“UNNF Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information, any Acquisition Proposal as defined in Section 8.10(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 UNNF or any UNNF Subsidiary or afford access to the business, properties, assets, books or records of UNNF or any UNNF Subsidiary 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 (as defined belowiii) except in accordance with Section 10.1(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 herein to the contrary, the Company UNNF 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, Proposal provided that the Board of Directors of UNNF shall not withdraw or modify in a manner adverse to DFSC the UNNF Recommendation except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or and provide any information to, any person third party in response to an unsolicited bona fide written Acquisition a Superior Proposal as defined in Section 8.10(e)(ii) by any such personthird party, if and only to the extent that (ax) the Company's UNNF’s Board of Directors concludes in good faith and consistent faith, after consultation with its fiduciary duties outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal would do so could reasonably be expected to result in a Superior Proposal (as defined below)breach its fiduciary duties under applicable law, (by) prior to providing any information or data to any person third party in connection with an Acquisition a Superior Proposal by any such personthird party, the Company's UNNF’s Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to UNNF than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))between UNNF and DMIC, a copy of which executed confidentiality agreement shall have been provided to DFSC for informational purposes and (cz) at least 72 hours prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board UNNF promptly notifies DFSC in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to DFSC, condition or offersrefuse to make the UNNF Recommendation (the “Change in UNNF Recommendation”) if UNNF’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 its fiduciary duties under applicable law. (c) The Company UNNF will promptly, and in any event within 24 hours, notify DFSC 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) UNNF agrees that it will, and will cause its the UNNF 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to Notwithstanding Section 8.4(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to receipt of the transactions contemplated herebySeller Shareholder Approval, neither (i) Seller or any its Affiliates or Representatives receives an unsolicited, bona fide written Acquisition Proposal from any Person, which Acquisition Proposal did not result from any breach of Section 8.4, and (ii) Seller’s Board of Directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal, and Seller’s Board of Directors determines in good faith after consultation with outside legal counsel, that failure to take such action would be inconsistent with the Company nor any directors’ fiduciary duties under applicable Law, then Seller’s Board of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shallDirectors, directly or indirectlyindirectly through any Affiliate or Representative, initiatemay, solicitsubject to compliance with Section 8.5(c) and prior to receipt of the Seller Shareholder Approval, encourage (1) thereafter furnish to such Person, in response to a written request therefor, non-public information relating to any Seller Entity pursuant to an executed customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement, and (2) engage or knowingly facilitate otherwise participate in negotiations or discussions with such Person that has made (including and not withdrawn) such Superior Proposal. The Seller Entities shall use their reasonable best efforts to provide any competitively sensitive non-public information to any competitor in connection with the actions permitted by way this Section 8.5, only in accordance with “clean room” or other similar procedures, reasonably acceptable to Buyer, intended to limit any adverse effect of furnishing information) any inquiries with respect to or the making sharing of any Acquisition Proposal (as defined below)such information regarding the Seller Entities. (b) Notwithstanding anything herein to the contrary, the Company and its Seller’s Board of Directors shall be permitted not take any of the actions referred to in clauses (1) or (2) of Section 8.5(a) unless Seller shall have delivered to Buyer a prior written notice (no less than twenty-four (24) hours in advance) advising Buyer that Seller intends to take such action. Seller shall notify Buyer promptly (but in no event later than twenty-four (24) hours) after it becomes aware of receipt by it (or any of its Affiliates or Representative) of any Acquisition Proposal. Such notice shall include, and Seller shall continue to provide, (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide a written Acquisition Proposal by any such person, if and only to the extent that (a) the Company's Board summary of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiriessuch Acquisition Proposal, proposals indication or offersrequest not made in writing (including any updates, revisions or supplements thereto) provided to any Seller Entity or any Affiliate or Representative of Seller (including any financing commitments or other materials relating thereto), (ii) an unredacted copy of any Acquisition Proposal made in writing (including any updates, revisions or supplements thereto) provided to any Seller Entity or any Affiliate or Representative of Seller (including any financing commitments or other materials relating thereto) and, in each case, the identity of the Person making such Acquisition Proposal. Seller shall keep Buyer reasonably informed, on a prompt basis (and in any event within twenty-four (24) hours of the occurrence thereof), of the status and material terms of any such Acquisition Proposal, indication or request, including any significant developments, discussions or negotiations regarding any Acquisition Proposal. Seller shall simultaneously provide Buyer with a list of any non-public information concerning the Seller Entities’ business, present or future performance, financial condition or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Buyer, copies of such information. Seller agrees that it will not, and will not permit any Seller Entity to, enter into any confidentiality agreement or other Contract with any Person subsequent to the date hereof which prohibits Seller from complying with its obligations under this Section 8.5. (c) The Company agrees Notwithstanding anything in Section 8.4, Seller’s Board of Directors may (i) in the case of Section 8.4(a)(iii) in response to an Acquisition Proposal made after the date hereof and prior to receipt of the Seller Shareholder Approval that it willdid not result from a breach of Section 8.4(a)(i), effect a Change in Seller Recommendation, if Seller’s Board of Directors determines in good faith, after consulting with outside legal counsel and will cause its Representatives tofinancial advisor, immediately cease and cause that (1) failure to take such action would be terminated any activities, discussionsinconsistent with, or negotiations existing as a breach or violation of, the directors’ fiduciary duties under applicable Laws and (2) such Acquisition Proposal constitutes a Superior Proposal; and (ii) in the case of Section 8.4(a)(iv), in response to an Acquisition Proposal made after the date hereof and prior to receipt of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. (d) For purposes of this Section 7.3:Seller

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, MBI will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "“MBI Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (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 MBI or any of the MBI Subsidiaries or afford access to the business, properties, assets, books or records of MBI or any of the 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 (as defined belowiii) except in accordance with Section 8.1(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 herein in this Agreement to the contrary, the Company 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 ProposalProposal provided that the Board of Directors of MBI shall not withdraw or modify in a manner adverse to FNB the MBI Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, any person third party in response to an unsolicited a bona fide written Acquisition Proposal by any such personthird party, if and only to the extent that (ax) the Company's MBI’s Board of Directors concludes in good faith and consistent faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisors that failure to do so would result in a breach of their fiduciary duties to the Company's stockholders under applicable law Law and that such Acquisition Proposal would reasonably be expected to result in constitutes a Superior Proposal (as defined below)Proposal, (by) prior to providing any information or data to any person third party in connection with an such Acquisition Proposal by any such personthird party, the Company's MBI’s Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to MBI than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))Agreements between MBI and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes, and (cz) at least 48 hours prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board MBI promptly notifies FNB in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Acquisition Proposal, proposals and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or offersrefuse to make the MBI Recommendation (the “Change in MBI Recommendation”) if MBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisors, that failure to do so would result in a breach their fiduciary duties under applicable Law. Notwithstanding any Change in MBI Recommendation, this Agreement shall be submitted to the shareholders of MBI at the MBI Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve MBI of such obligation; provided, however, that if the Board of Directors of MBI shall have effected a Change in MBI Recommendation, then the Board of Directors of MBI may submit this Agreement to MBI’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 MBI may communicate the basis for its lack of a recommendation to MBI’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, 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) The Company 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) MBI agrees that it will, and will use its reasonable best efforts to cause its the MBI 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. 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 MBI to promptly return or destroy all information, documents and materials relating to an Acquisition Proposal or to MBI or its businesses, operations or affairs heretofore furnished by 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, 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.8, Pocono will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "Representatives") shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined 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 Pocono or afford access to the business, properties, assets, books or records of Pocono 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 (as defined belowiii) 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 herein to the contrary, the Company Pocono 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, Proposal provided that the Board of Directors of Pocono shall not withdraw or modify in a manner adverse to Parent its Approval Recommendation except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or and provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the CompanyPocono's Board of Directors concludes in good faith and consistent with its fiduciary duties faith, after receipt of an opinion from outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal do so would reasonably be expected to result in a Superior Proposal (as defined below)breach its fiduciary duties to Pocono's shareholders under applicable law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the CompanyPocono's Board of Directors receives from such person an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to Pocono than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))between Pocono and Parent, a copy of which executed confidentiality agreement shall have been provided to Parent for informational purposes and (cz) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors Pocono promptly notifies Parent promptly in writing 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 person and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to Parent, condition or offersrefuse to make its Approval Recommendation (the "Change in Pocono Recommendation") if Pocono's Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would reasonably be expected to breach its fiduciary duties to Pocono's shareholders under applicable law. (c) The Company Pocono will promptly, and in any event within 24 hours, notify Parent in writing of the receipt of any Acquisition Proposal or any information related thereto, which EXECUTION COPY notification shall describe the Acquisition Proposal and identify the third party making the same. (d) Pocono agrees that it will, and will cause 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. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 8.10, UNNF will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "UNNF Representatives") shallto, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information, any Acquisition Proposal as defined in Section 8.10(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 UNNF or any UNNF Subsidiary or afford access to the business, properties, assets, books or records of UNNF or any UNNF Subsidiary 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 (as defined belowiii) except in accordance with Section 10.1(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 herein to the contrary, the Company UNNF 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, Proposal provided that the Board of Directors of UNNF shall not withdraw or modify in a manner adverse to DFSC the UNNF Recommendation except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or and provide any information to, any person third party in response to an unsolicited bona fide written Acquisition a Superior Proposal as defined in Section 8.10(e)(ii) by any such personthird party, if and only to the extent that (ax) the CompanyUNNF's Board of Directors concludes in good faith and consistent faith, after consultation with its fiduciary duties outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal would do so could reasonably be expected to result in a Superior Proposal (as defined below)breach its fiduciary duties under applicable law, (by) prior to providing any information or data to any person third party in connection with an Acquisition a Superior Proposal by any such personthird party, the CompanyUNNF's Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to UNNF than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))between UNNF and DMIC, a copy of which executed confidentiality agreement shall have been provided to DFSC for informational purposes and (cz) at least 72 hours prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board UNNF promptly notifies DFSC in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to DFSC, condition or offersrefuse to make the UNNF Recommendation (the "Change in UNNF Recommendation") if UNNF'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 its fiduciary duties under applicable law. (c) The Company UNNF will promptly, and in any event within 24 hours, notify DFSC 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) UNNF agrees that it will, and will cause its the UNNF 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. (de) For purposes of this Section 7.3Agreement: (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 from any person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes a substantial, i.e., 20% or more, portion of the net revenues, net income or net assets of UNNF and the UNNF Subsidiaries, taken as a whole, (x) direct or indirect acquisition or purchase of UNNF Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 10% or more of UNNF Common Stock and such Person by reason of such purchase or acquisition first becomes the owner of 10% or more of UNNF Common Stock after the date of this Agreement or the direct or indirect acquisition or purchase of 5% or more of UNNF Common Stock after the date of this Agreement by a Person who on the date of this Agreement owns 10% or more of UNNF Common Stock, (y) tender offer or exchange offer that if consummated would result in any Person beneficially owning 10% or more of any class of equity securities of UNNF or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving UNNF other than the transactions this Agreement contemplates.

Certain Actions. (a) Except with respect as expressly permitted or required pursuant to this Agreement or any Related Document, at any time prior to the first issuance of either the Series A Preferred Shares or the Series C Preferred Shares, the Sentio Parties and their Subsidiaries shall (i) conduct their respective business in all material respects in the transactions contemplated herebyordinary course of business consistent with past practice, neither (ii) use commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the Company nor service of their current officers and employees and preserve their relationship with customers, suppliers, licensors, licensees, advertisers, distributors, Governmental Authorities and others having business dealings with them to the end that their goodwill and ongoing business shall be unimpaired, (iii) not take any action that could cause any representation and warranty contained in Article IV to be untrue in any material respect or cause a covenant to fail to be satisfied in any material respect. (b) Without limiting the generality of Section 5.5(a), at any time prior to the first issuance of either the Series A Preferred Shares or the Series C Preferred Shares, the Sentio Parties will not, and will not permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shalltheir Subsidiaries to, directly or indirectly, initiatedo any of the following: (i) agree to any action which would restrict, solicitmaterially delay or conflict with the rights and preferences of the Series A Preferred Shares or the Series C Preferred Shares; (ii) declare, encourage pay or knowingly facilitate set aside for payment any Extraordinary Dividend except (including for purposes of this clause (b)) as otherwise required for the Company to continue to satisfy the requirements for qualification and taxation as a REIT under the Code; (iii) amend, alter or repeal the provisions of the Charter or Bylaws, whether by way merger or consolidation or otherwise, so as to adversely affect any right, preference or voting power of furnishing informationthe Series A Preferred Shares or the Series C Preferred Shares; (iv) except as permitted in accordance with Section 5.13 hereof, redeem, repurchase or acquire any inquiries capital stock of the Sentio Parties or any of their Subsidiaries; (v) other than in accordance with the provisions of this Agreement or the Related Documents, authorize, issue or reclassify any capital stock, or debt securities convertible into capital stock, of the Company and the Partnership; (vi) other than in accordance with the provisions of this Agreement or the Related Documents, change the authorized number of members of the Board of the Company or the composition of the Board of the Company; (vii) take any other action specified under Sections 3.2 or 3.3 of the Investor Rights Agreement which would require the consent of the Investor if such action were taken immediately following the first issuance of either the Series A Preferred Shares or the Series C Preferred Shares; or (viii) enter into any arrangement or Contract or otherwise agree or commit to take any of the foregoing actions; provided that, prior to receipt by the Company of the Change of Control Consents, the Sentio Parties and their respective Subsidiaries will have no obligation to refrain from taking any of the actions described in clauses (i), (vi), (vii) (solely with respect to or the making of any Acquisition Proposal (as defined below). (b) Notwithstanding anything herein to the contrary, the Company 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, (ii) to engage actions specified in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the extent that (a) the Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined belowSections 3.2(b), (b) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)c), (d), (f), (h), (i), (j) and (cl), Sections 3.3(b) prior through (d) of the Investor Rights Agreement) and (viii) (solely with respect to providing any information arrangements, Contracts, agreements or data commitments to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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, take any of its Representatives indicating, the actions otherwise set forth in connection with such notice, the name this proviso) of such person and the material terms and conditions of any inquiries, proposals or offersthis Section 5.5(b). (c) The Company agrees that it willPartnership will not, and will cause its Representatives toat any time prior to the first issuance of Series B Convertible Preferred Units, immediately cease and cause to be terminated any activitiesamend, discussions, alter or negotiations existing as repeal the provisions of the date Partnership Agreement, whether by merger or consolidation or otherwise, so as to adversely affect any right or preference of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposalthe Series B Convertible Preferred Units. (d) For The Company will not, at any time prior to the first issuance of the Series C Preferred Shares, whether by merger, consolidation, amendment to the Charter, operation of law or otherwise, effect any stock split, recapitalization or similar adjustment in respect of the Series A Preferred Shares unless simultaneously in connection therewith the Company effects a similar adjustment to the terms of the Series C Preferred Shares. (e) The Sentio Parties will not, at any time prior to the first issuance of Securities, make or rescind any material Tax election (unless required by Law or necessary to preserve the Company’s status as a REIT or the status of any of its Subsidiary as a partnership for federal tax purposes or a qualified REIT subsidiary or a taxable REIT subsidiary under the applicable provisions of this Section 7.3:856 of the Code, as the case may be), settle or compromise any material Tax liability, change an annual accounting period, adopt or change any material accounting method with respect to Taxes, enter into any closing agreement, settle or compromise any material proceeding with respect to any material Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, enter into, amend or modify any material Tax Protection Agreement, or take any action that would, or could reasonably be expected to, violate any material Tax Protection Agreement or otherwise give rise to any material liability of such Sentio Party or any Subsidiary thereof with respect thereto, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax.

Certain Actions. (a) Except with respect to Without limiting ANA’s other obligations hereunder, ▇▇▇ agrees that, from the date of this Agreement and until the transactions contemplated herebyearlier of the Effective Time or the termination of this Agreement, neither the Company it nor any of its directorsSubsidiaries or affiliates, officersnor any of the officers and directors of it or its Subsidiaries or affiliates shall, agentsand that it shall cause its and its Subsidiaries’ and affiliates’ employees, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or agents and representatives (collectivelyincluding any investment banker, "Representatives"attorney or accountant retained by it or any of its Subsidiaries) shallnot to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (as defined below)iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) Notwithstanding anything herein to the contraryforegoing, the Company 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 Act with regard to an Acquisition Proposal, Proposal and (ii) to engage in any discussions or negotiations with, or provide any information to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such personPerson, if and only to the extent that that, in any such case referred to in clause (aii), (A) the Company's its Shareholders Meeting shall not have occurred, (B), it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith and consistent that such Acquisition Proposal constitutes a Superior Proposal, (C) its Board of Directors, after consultation with outside counsel, determines in good faith that such action is necessary for the Board of Directors to comply with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (bD) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, the Company's its Board of Directors receives from such person Person an executed confidentiality agreement containing terms at least having provisions that are customary in such agreements, as stringent as those advised by counsel, provided that if such confidentiality agreement contains provisions that are less restrictive with respect to disclosure of confidential information of ▇▇▇ than the comparable provision, or omits restrictive provisions with respect to disclosure of confidential information of ▇▇▇, contained in the Confidentiality Agreement, then the Confidentiality Agreement (will be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions, as defined in Section 7.2(b))the case may be, and (cE) prior to providing any information or data to any person Person or entering into discussions or negotiations with any personPerson, the Company's Board of Directors ▇▇▇ notifies Parent IBKC promptly (within at least two days) of such inquiries, proposals, 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 representatives, indicating, in connection with such notice, the name of such person Person and the material terms and conditions of any inquiries, proposals or offers. (c) The Company ▇▇▇ agrees that it will promptly keep IBKC informed of the status and terms of any such proposals or offers (promptly providing copies of such proposals and changes therein) and the status and terms of any such discussions or negotiations and will not enter into any confidentiality arrangements that prevent such activities. Before ▇▇▇ may take any action specified in clause (b)(ii) above, ▇▇▇ shall give IBKC at least two (2) business days’ notice, and shall not have received a proposal from IBKC which is superior to the third party proposal under consideration. (d) ▇▇▇ agrees that it will, and will cause its Representatives 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, informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (de) For purposes ▇▇▇ 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 7.3:6.9. Nothing in this Section 6.9 shall (x) permit ▇▇▇ to terminate this Agreement (except as specifically provided in Article IX hereof), (y) affect any other obligation of ▇▇▇ under this Agreement or (z) except with regard to an Acquisition Proposal determined by the Board of Directors of ▇▇▇ to be a Superior Proposal, permit ▇▇▇ to submit to the vote of its stockholders any Acquisition Proposal other than the Merger.

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, PFC will not, and the transactions contemplated hereby, neither the Company nor 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, "“PFC Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (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 PFC or any of the PFC Subsidiaries or afford access to the business, properties, assets, books or records of PFC or any of the 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 (as defined belowiii) 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 herein in this Agreement to the contrary, the Company 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 ProposalProposal provided that the Board of Directors of PFC shall not withdraw or modify in a manner adverse to FNB the PFC Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, any person third party in response to an unsolicited bona fide written Acquisition Proposal a Superior Proposal, as defined in Section 6.11(e)(ii), by any such personthird party, if and only to the extent that (ax) the Company's PFC’s Board of Directors concludes in good faith and consistent faith, after consultation with its fiduciary duties outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal would do so could reasonably be expected to result in a Superior Proposal (as defined below)breach its fiduciary duties under applicable law, (by) prior to providing any information or data to any person third party in connection with an Acquisition a Superior Proposal by any such personthird party, the Company's PFC’s Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to PFC than those contained in the Confidentiality Agreement (as defined in Section 7.2(b))Agreements between PFC and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (cz) at least 48 hours prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board PFC promptly notifies FNB in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to FNB, condition or offersrefuse to make the PFC Recommendation (the “Change in PFC Recommendation”) if PFC’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 its fiduciary duties under applicable law. Notwithstanding any Change of PFC Recommendation, this Agreement shall be submitted to the shareholders of PFC at the PFC Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve PFC of such obligation; provided, however, that if the Board of Directors of PFC shall have effected a Change of PFC Recommendation, then the Board of Directors of PFC may submit this Agreement to PFC’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 PFC may communicate the basis for its lack of a recommendation to PFC’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, PFC shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to any termination of this Agreement. (c) The Company 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) PFC agrees that it will, and will cause its the PFC 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. 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 PFC to promptly return or destroy (which destruction shall be certified in writing by such Person to PFC) all information, documents and materials relating to an Acquisition Proposal or to PFC or its businesses, operations or affairs heretofore furnished by 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 its Representatives. (de) For purposes of this Section 7.3Agreement:

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, YDKN will not, and the transactions contemplated hereby, neither the Company nor will not authorize or permit any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "“YDKN Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information) , any Acquisition 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 YDKN or any of the YDKN Subsidiaries or afford access to the business, properties, assets, books or records of YDKN or any of the YDKN 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 (as defined belowiii) except in accordance with Section 8.1(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 herein in this Agreement to the contrary, the Company 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 ProposalProposal provided that the Board of Directors of YDKN shall not withdraw or modify in a manner adverse to FNB the YDKN Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, any person Third Party in response to an unsolicited a bona fide written Acquisition Proposal by any such personThird Party, if and only to the extent that (ax) the Company's YDKN’s Board of Directors concludes in good faith and consistent faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor that failure to do so would be reasonably likely to violate their fiduciary duties to the Company's stockholders under applicable law Law and that such Acquisition Proposal would could reasonably be expected to result in lead to a Superior Proposal (as defined below)Proposal, (by) prior to providing any information or data to any person Third Party in connection with an such Acquisition Proposal by any such personThird Party, the Company's YDKN’s Board of Directors receives from such person Third Party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to YDKN than those contained in the Confidentiality Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the YDKN Recommendation (the “Change in YDKN Recommendation”) if YDKN’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor, that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law. Notwithstanding any Change in YDKN Recommendation, this Agreement shall be submitted to the shareholders of YDKN at the YDKN Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve YDKN of such obligation; provided, however, that if the Board of Directors of YDKN shall have effected a Change in YDKN Recommendation, then the Board of Directors of YDKN may submit this Agreement to YDKN’s shareholders without recommendation (although the resolutions adopting this Agreement as defined in Section 7.2(b)of the date hereof may not be rescinded), and in which event the Board of Directors of YDKN may communicate the basis for its lack of a recommendation to YDKN’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, 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) prior to providing YDKN will promptly, and in any event within twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any information or data to any person or entering into discussions or negotiations with any personrelated thereto, the Company's Board of Directors notifies Parent 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 person and which notification shall include the material terms and conditions of the Acquisition Proposal, and (ii) notify FNB in writing of any inquiriesrelated developments, proposals discussions and negotiations on a current basis; including any amendments to or offersrevisions of the terms of such Acquisition Proposal. (cd) The Company YDKN agrees that it will, and will use its reasonable best efforts to cause its the YDKN 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. (de) For purposes of this Section 7.3Agreement: (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) Except with respect to this Agreement and the transactions contemplated hereby, neither the Company PFI nor any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) Affiliates or representatives (collectively, "“Representatives"”) shall, directly or indirectly, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making of any Acquisition Proposal (as defined below)Proposal. Notwithstanding the foregoing, PFI may provide any public information to any corporation, association, partnership, person or other entity or group that requests such information without being solicited by or on behalf of PFI after notification to the Buyer of such request. (b) Notwithstanding anything herein to the contrary, the Company 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, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the extent that (a) the Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b)), and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiries, proposals or offers. (c) The Company PFI agrees that it will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions, or negotiations existing as of the date of this Agreement hereof with any parties conducted heretofore with respect to any Acquisition Proposal. (c) PFI shall promptly communicate to Buyer the terms of 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 understandings, and recommend the approval of 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 take such action would be a breach of the fiduciary duties of PFI’s Board of Directors in connection with seeking an Acquisition Proposal. In the event that PFI enters into an agreement with respect to such an Acquisition Proposal, it may terminate this Agreement. (d) 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 Section 7.3: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) Except with respect to this Agreement and the transactions contemplated hereby, neither the Company no Futurus Entity nor any of its directorsofficers or directors nor any Representative thereof, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (collectively, "Representatives") shall, shall directly or indirectly, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to regarding or the making of any Acquisition Proposal (as defined below). (b) Proposal. Notwithstanding anything herein to the contrarycontrary in this Agreement, the Company Futurus and its Board board of Directors directors shall be permitted (i) to the extent applicable, to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, Proposal and (ii) to engage in any discussions or negotiations with, or provide any information to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such personPerson, if and only to the extent that (a) the Company's Board Futurus’ board of Directors directors concludes in good faith and consistent with its fiduciary duties to the Company's stockholders under applicable law Futurus’ shareholders that it should consider such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)Proposal, (b) and prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, the Company's Board of Directors Futurus receives from such person Person an executed confidentiality agreement containing confidentiality terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 7.2(b))Agreement. Futurus shall promptly advise Crescent following the receipt of any developments with respect to such Acquisition Proposal and the details thereof, and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions advise Crescent of any inquiries, proposals or offers. developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. Futurus shall (ci) The Company agrees that it will, and will cause its 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, including First Horizon National Corporation, conducted heretofore with respect to any Acquisition Proposalof the foregoing, and (ii) direct and use its reasonable efforts to cause all of its directors, officers and Representatives not to engage in any of the foregoing. (d) For purposes of this Section 7.3:

Certain Actions. (a) Except with respect to Without limiting ANA's other obligations hereunder, ▇▇▇ agrees that, from the date of this Agreement and until the transactions contemplated herebyearlier of the Effective Time or the termination of this Agreement, neither the Company it nor any of its directorsSubsidiaries or affiliates, officersnor any of the officers and directors of it or its Subsidiaries or affiliates shall, agentsand that it shall cause its and its Subsidiaries' and affiliates' employees, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or agents and representatives (collectivelyincluding any investment banker, "Representatives"attorney or accountant retained by it or any of its Subsidiaries) shallnot to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (as defined below)iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) Notwithstanding anything herein to the contraryforegoing, the Company and its Board of Directors ▇▇▇ shall be permitted (i) to the extent applicable, to comply with Rule 14d-9 and Rule 14e-2 promulgated 14e- 2 under the Exchange Act with regard to an Acquisition Proposal, Proposal and (ii) to engage in any discussions or negotiations with, or provide any information to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such personPerson, if and only to the extent that that, in any such case referred to in clause (aii), (A) the Company's its Shareholders Meeting shall not have occurred, (B), it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith and consistent that such Acquisition Proposal constitutes a Superior Proposal, (C) its Board of Directors, after consultation with outside counsel, determines in good faith that such action is necessary for the Board of Directors to comply with its fiduciary duties to the Company's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (bD) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, the Company's its Board of Directors receives from such person Person an executed confidentiality agreement containing terms at least having provisions that are customary in such agreements, as stringent as those advised by counsel, provided that if such confidentiality agreement contains provisions that are less restrictive with respect to disclosure of confidential information of ▇▇▇ than the comparable provision, or omits restrictive provisions with respect to disclosure of confidential information of ▇▇▇, contained in the Confidentiality Agreement, then the Confidentiality Agreement (will be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions, as defined in Section 7.2(b))the case may be, and (cE) prior to providing any information or data to any person Person or entering into discussions or negotiations with any personPerson, the Company's Board of Directors ▇▇▇ notifies Parent IBKC promptly (within at least two days) of such inquiries, proposals, 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 representatives, indicating, in connection with such notice, the name of such person Person and the material terms and conditions of any inquiries, proposals or offers. (c) The Company ▇▇▇ agrees that it will promptly keep IBKC informed of the status and terms of any such proposals or offers (promptly providing copies of such proposals and changes therein) and the status and terms of any such discussions or negotiations and will not enter into any confidentiality arrangements that prevent such activities. Before ▇▇▇ may take any action specified in clause (b)(ii) above, ▇▇▇ shall give IBKC at least two (2) business days' notice, and shall not have received a proposal from IBKC which is superior to the third party proposal under consideration. (d) ▇▇▇ agrees that it will, and will cause its Representatives 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, informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (de) For purposes ▇▇▇ 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 7.3:6.

Certain Actions. (a) Except with respect to From the date of this Agreement and through the transactions contemplated herebyEffective Time, except as otherwise permitted by this Section 6.8, neither the Company GLB nor BVCC will authorize or permit any of its their respective directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) employees, investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (collectively, "Representatives") shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined 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 GLB or BVCC, as the case may be, nor any of their respective Subsidiaries or afford access to the business, properties, assets, books or records of GLB or BVCC, as the case may be, or any of their respective 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 (as defined below)iii) 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 herein to the contrary, the Company GLB and its Board BVCC and their respective Boards 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 ProposalProposal provided that the Boards of Directors of GLB and BVCC shall not withdraw or modify in a manner adverse to BVCC or GLB, as the case may be, the BVCC Approval Recommendation or the GLB Approval Recommendation, as the case may be, except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the CompanyGLB's Board of Directors or BVCC's Board of Directors, as the case may be, concludes in good faith and consistent faith, after consultation with outside counsel, that failure to do so would breach its fiduciary duties to the Company's its stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the CompanyGLB's or BVCC's respective Board of Directors Directors, as the case may be, receives from such person an executed confidentiality agreement containing agreement, which confidentiality terms at least shall be no less favorable to GLB or BVCC, as stringent as the case may be, than those contained in the Confidentiality Agreement (Agreements between GLB and BVCC, a copy of which executed confidentiality agreement shall have been provided to BVCC or GLB, as defined in Section 7.2(b))the case may be, for informational purposes, and (cz) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, GLB or BVCC, as the Company's Board case may be, promptly notifies the other in writing of Directors notifies Parent 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 person and the material terms and conditions of any inquiriessuch Superior Proposal and (iii) to withdraw, proposals modify, qualify in a manner adverse to BVCC or offersGLB, as the case may be, condition or refuse to make the BVCC or GLB Approval Recommendation, as the case may be, (the "Change in GLB Recommendation" or "Change in BVCC Recommendation") if GLB's or BVCC's Board of Directors, as the case may be, concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would breach its fiduciary duties to its stockholders under applicable law. (c) The Company agrees GLB and BVCC will promptly, and in any event within 24 hours, notify the other in writing of its 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) GLB and BVCC each agree that it will, and will cause 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. (de) For purposes of this Section 7.3Agreement: (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 from any person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes a substantial portion of the net revenues, net income or net assets of GLB or any of its Subsidiaries or BVCC or any of its Subsidiaries with the exception of the potential sale of BVAC on substantially the same terms and conditions as those that are set forth in a draft definitive agreement relating to such potential sale, which draft definitive agreement has been made available to GLB in a redacted format, (x) direct or indirect acquisition or purchase of GLB Common Stock or BVCC Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 10% or more of GLB's Common Stock or BVCC's Common Stock and such Person by reason of such purchase or acquisition first becomes the owner of 10% or more of GLB's Common Stock or BVCC's Common Stock after the date of this Agreement, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 10% or more of any class of Equities Securities of GLB or BVCC or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving GLB or BVCC other than the Transaction contemplated by this Agreement.

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.08, Slippery Rock will not, and the transactions contemplated hereby, neither the Company nor 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, "Representatives") shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action to facilitate (including by way of furnishing information) any Acquisition Proposal (as defined 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 Slippery Rock or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Slippery Rock or any of 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 (as defined belowiii) except in accordance with Section 8.01(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 herein to the contrary, the Company Slippery Rock 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 ProposalProposal (provided that the Board of Directors of Slippery Rock shall not withdraw or modify in a manner adverse to Parent its Approval Recommendation, except as set forth in subsection (iii) below), (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition a Superior Proposal (as defined below) by any such person, if and only to the extent that (ax) the CompanySlippery Rock's Board of Directors concludes in good faith and consistent faith, after consultation with outside counsel, that failure to do so would breach its fiduciary duties to the CompanySlippery Rock's stockholders under applicable law that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below)law, (by) prior to providing any information or data to any person in connection with an Acquisition a Superior Proposal by any such person, the CompanySlippery Rock's Board of Directors receives from such person an executed confidentiality agreement containing on terms at least as stringent as no less favorable to Slippery Rock than those contained in the Confidentiality Agreement between Slippery Rock and Parent (as defined in Section 7.2(b)a copy of which executed confidentiality agreement shall have been provided to Parent for informational purposes), and (cz) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors Slippery Rock promptly notifies Parent promptly in writing 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 person and the material terms and conditions of any inquiriessuch Superior Proposal, proposals and (iii) to withdraw, modify, qualify in a manner adverse to Parent, condition or offersrefuse to make its Approval Recommendation (the "Change in Slippery Rock Recommendation") if Slippery Rock's Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would breach its fiduciary duties to Slippery Rock's stockholders under applicable law. (c) The Company Slippery Rock will promptly (and in any event within 24 hours) notify 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) Slippery Rock agrees that it will, and will cause 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. (de) For purposes of this Section 7.3Agreement: (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 from any person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes a substantial portion of the net revenues, net income or net assets of Slippery Rock or any of its Subsidiaries, (x) direct or indirect acquisition or purchase of any class of equity securities representing 10% or more of the voting power of Slippery Rock Common Stock, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 10% or more of any class of equity securities of Slippery Rock or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Slippery Rock other than the transactions contemplated by this Agreement.

Certain Actions. (a) Except with respect to this Agreement and the Plan of Merger and the transactions contemplated herebyhereby and thereby, after the date of this Agreement, neither the FFC Company nor any of its directors, officers, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or Affiliate thereof nor any representatives (collectively, "Representatives") shall, thereof retained by either FFC Company shall directly or indirectly, initiate, solicit, encourage indirectly solicit or knowingly facilitate (including by way of furnishing information) encourage any inquiries with respect to or the making of any Acquisition Proposal (as defined below). (b) Notwithstanding anything herein to the contrary, the Company 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, (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any Person. Except to the extent necessary to comply with the fiduciary duties of FFC Board of Directors as advised by counsel, neither FFC Company and no Affiliate or representative of FFC or either FFC Company shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into, or agree to enter into any contract with respect to any Acquisition Proposal, but FFC may communicate information about such person, an Acquisition Proposal to its shareholders if and only to the extent that (a) the Company's Board of Directors concludes it is required to do so in good faith and consistent order to comply with its fiduciary duties to legal obligations as advised by counsel. FFC shall promptly notify NCBC in writing in the Company's stockholders under applicable law event that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing it receives any information inquiry or data proposal relating to any person in connection with an Acquisition Proposal by any such person, the Company's Board of Directors receives from such person an executed confidentiality agreement containing terms at least as stringent as those contained in the Confidentiality Agreement transaction. FFC shall (as defined in Section 7.2(b)), and (ci) prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company's Board of Directors notifies Parent 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 person and the material terms and conditions of any inquiries, proposals or offers. (c) The Company agrees that it will, and will cause its 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 Proposalof 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 NCBC's entering this Agreement and the Letter of Intent between the parties dated April 14, 1999, FFC is simultaneously with the execution of the Agreement issuing to NCBC an option in the form attached hereto as Exhibit 7.8, the terms and conditions of which are incorporated herein by reference. (c) The requirements, conditions and obligations imposed by this Section 7.8 shall continue in full force and effect from the date of this Agreement until October 31, 1999, unless this Agreement shall have been extended to November 30, 1999 pursuant to Section 9.1(e) or shall have been earlier terminated (i) mutually by the Parties pursuant to Section 9.1(a) of this Agreement; (ii) by FFC pursuant to Section 9.1(b) of this Agreement; (iii) by either Party pursuant to Section 9.1(d)(i) of this Agreement; (iv) by FFC pursuant to Section 9.1(f) of this Agreement, other than due to the failure to satisfy Section 8.1(a); or (v) by FFC pursuant to Section 9.1(c) of this Agreement, but in such event only on the basis of (a) material inaccuracy (without waiver thereof) of representations and warranties of NCBC as contemplated by the provisions of Section 8.3(a) of this Agreement; (b) noncompliance by NCBC with its obligations as required by the provisions of Section 8.3(b) of this Agreement; or (c) the failure of NCBC to deliver all certificates as required by the provisions of Section 8.3(d) of this Agreement, or (d) For purposes the failure of NCBC to satisfy the conditions set forth in Sections 8.3(b) and 8.3(e) of this Section 7.3:Agreement.

Certain Actions. (a) Except with respect to From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, BCSB will not, and the transactions contemplated hereby, neither the Company nor 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, "“BCSB Representatives"”) shallto, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (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 BCSB or any of the BCSB Subsidiaries or afford access to the business, properties, assets, books or records of BCSB or any of the BCSB 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 (as defined belowiii) 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 herein in this Agreement to the contrary, the Company BCSB 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 ProposalProposal provided that the Board of Directors of BCSB shall not withdraw or modify in a manner adverse to FNB the BCSB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, or and provide any information to, and afford access to the business, properties, assets, books or records of BCSB or any person of the BCSB Subsidiaries to, any third party in response to an unsolicited bona fide written Acquisition Proposal a Superior Proposal, as defined in Section 6.11(e)(ii), by any such personthird party, if and only to the extent that (ax) the Company's BCSB’s Board of Directors concludes in good faith and consistent faith, after consultation with its fiduciary duties outside counsel, that failure to the Company's stockholders under applicable law that such Acquisition Proposal do so would be reasonably be expected to result in a Superior Proposal (as defined below)breach of their fiduciary duties under applicable Law, (by) prior to providing any information or data to any person third party in connection with an Acquisition a Superior Proposal by any such personthird party, the Company's BCSB’s Board of Directors receives from such person third party an executed confidentiality agreement containing agreement, which confidentiality terms at least as stringent as shall be no less favorable to BCSB than those contained in the Confidentiality Agreement (confidentiality agreement between BCSB and FNB dated as defined in Section 7.2(b))of April 6, 2013, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes, and (cz) at least one business day prior to providing any information or data to any person third party or entering into discussions or negotiations with any personthird party, the Company's Board BCSB has notified FNB in writing of Directors notifies Parent 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 person third party and the material terms and conditions of any inquiriessuch Superior Proposal, proposals and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or offersrefuse to make the BCSB Recommendation (the “Change in BCSB Recommendation”) if BCSB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change in BCSB Recommendation, this Agreement shall be submitted to the shareholders of BCSB at the BCSB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve BCSB of such obligation; provided, however, that if the Board of Directors of BCSB shall have effected a Change in BCSB Recommendation, then the Board of Directors of BCSB may submit this Agreement to BCSB’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 BCSB may communicate the basis for its lack of a recommendation to BCSB’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, BCSB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) The Company BCSB 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) BCSB agrees that it will, and will cause its the BCSB 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. BCSB 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 BCSB to promptly return or destroy (which destruction shall be certified in writing by such Person to BCSB) all information, documents and materials relating to an Acquisition Proposal or to BCSB or its businesses, operations or affairs heretofore furnished by BCSB 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. (de) For purposes of this Section 7.3Agreement: (i) The term “Acquisition Proposal” means, other than the transactions this Agreement contemplates, 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 a substantial, i.e., 20% or more, portion of the net revenues, net income or net assets of BCSB and the BCSB Subsidiaries, taken as a whole, (B) direct or indirect acquisition or purchase of shares of BCSB Common Stock after the date of this Agreement by a Person who on the date of this Agreement does not own 10% or more of BCSB Common Stock and such Person by reason of such purchase or acquisition first becomes the owner of 15% or more of BCSB Common Stock after the date of this Agreement, or the direct or indirect acquisition or purchase of 5% or more of BCSB Common Stock after the date of this Agreement by a Person who on the date of this Agreement owns 10% or more of BCSB Common Stock, (C) tender offer or exchange offer that if consummated would result in any Person beneficially owning 15% or more of any class of equity securities of BCSB or (D) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving BCSB.