Common use of Certain Actions Clause in Contracts

Certain Actions. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheld: (a) Amend its Articles of Incorporation or Bylaws; (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issue, sell, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchase; (d) Except in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e) Except in the ordinary course of business, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;

Certain Actions. During the period between Effective on the date hereof and until the earlier of (i) October 1, 2005 and (ii) the Effective Date or date on which there are no longer outstanding any shares of Convertible Preferred Stock, the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall Stockholders will not, without first obtaining the written approval of VRB, which and will not be unreasonably withheldpermit any Investment Fund Affiliate to: (a) Amend its Articles of Incorporation make, or Bylawstake any action to solicit, initiate or encourage, an Acquisition Proposal; (b) Declare make, or pay in any dividend way participate in, any “solicitation” of “proxies” to vote (except (i) dividends on its preferred stock as required by such terms are defined in Rule 14a-1 under the terms thereof and (ii) in the event the closing occurs after February 28Exchange Act), 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard solicit any consent with respect to the items described in clauses voting of any Voting Securities or nominate, or solicit any votes or proxies for the nomination of, any directors with respect to the Company (iother than as contemplated by Section 2.1 hereof), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issueform, sell, join or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares encourage the formation of any class “group” (within the meaning of Section 13(d)(3) of the stock Exchange Act) with respect to the voting of Colonial Bank; any securities convertible into Voting Securities (other than any “group” consisting only of such shares; or any options, warrants, or other rights to purchasethe Stockholders and Investment Fund Affiliates); (d) Except in call or seek to have called any meeting of the ordinary course stockholders of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claimsthe Company; (e) Except solicit, seek to effect, negotiate with or voluntarily provide any confidential information to any other Person with respect to, or otherwise make any public announcement (except as required by Law or the requirements of any relevant stock exchange) whatsoever with respect to, (i) any merger or other business combination transaction involving the Company, (ii) the acquisition of Voting Securities if, as a result thereof, the Person acquiring such Voting Securities, together with its Affiliates, would Beneficially Own in the ordinary course aggregate more than 15% of business, lease, sell or transfer; agree to lease, sell or transferthe outstanding Voting Securities, or grant (iii) the acquisition, in one transaction or agree a series of related transactions, of more than 50% of the assets or earning power of the Company and its subsidiaries taken as a whole (an “Acquisition Transaction”); (f) enter into an agreement, arrangement or understanding with respect to grant any preferential rights to lease Acquisition Transaction; (g) assist, advise or acquire, encourage any other Person in doing any of its assetsthe foregoing; or (j) request the Company to amend, property waive or rightsnot to enforce any provision of this section, or make or permit any amendment or termination in each case unless specifically invited by the Company’s Board of any contract, agreement, instrument or other right Directors to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;do so.

Certain Actions. During the period between From and after the date hereof and of this Agreement, the earlier --------------- Company, without the prior written consent of the Effective Date or Holders (such consent being one hundred percent (100%) of the termination Holders with respect to each of this Planclauses (a), (b), (f), (g), (n), (p)(iii), (p)(iv), (p)(v) and (u) below), which consent may be withheld in the sole discretion of each such Holder, will not, and will not permit any Subsidiary to: (a) except as otherwise contemplated by this Plan Agreement, permit to occur any amendment, alteration, or modification of Mergerits articles of incorporation, Colonial Bank shall notas amended, without first obtaining or other charter or organizational documents of the written approval Company, in each case as constituted on the date of VRBthis Agreement, which will not the effect of which, in the good faith judgment of any Holder, would be unreasonably withheld: (a) Amend its Articles to adversely alter, impair, or affect, either the rights and benefits of Incorporation any of the Holders or Bylawsthe duties and obligations of the Company under or with respect to this Agreement, the Other Agreements, the Warrant or the Series D Preferred Stock; (b) Declare except as otherwise permitted pursuant to the terms of this Agreement, the Other Agreements or pay any dividend (except the Amended and Restated Articles, (i) declare or make any dividends on or distributions of its preferred stock as required by the terms thereof and cash, stock, property or assets or (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase retire, purchase or otherwise acquire acquire, directly or agree to acquire indirectly, any Colonial Bank of the Capital Stock of the Company or make or commit to make any other distribution to Colonial Bank's stockholdersof the Capital Stock of any Affiliate of the Company; (c) Issueeffect any sale, selllease, assignment, transfer or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares other conveyance of any class portion of the stock assets or operations or the revenue or income generating capacity of Colonial Bank; the Company (other than inventory in the ordinary course of business and other assets reasonably and in good faith determined by the Company to be obsolete or no longer necessary to the business of the Company) or to take any securities convertible into such action that has the effect of any of such shares; or any options, warrants, or other rights to purchasethe foregoing; (d) Except except for the issuance of Warrant Shares upon exercise of the Warrants or as otherwise provided pursuant to the terms of this Agreement, the Other Agreements Agreement or the Amended and Restated Articles, (i) issue, sell or otherwise dispose of any Capital Stock of the Company or any Capital Stock of any Subsidiary, (ii) dissolve or liquidate the Company or any of its Subsidiaries or (iii) effect any consolidation or merger involving the Company or any reclassification, corporate reorganization, stock split, reverse stock split or other change of or in the ordinary course any class of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claimsCapital Stock; (e) Except enter into any line of business that the Company is not conducting on the date of this Agreement or acquire any substantial business operation or assets (through a stock or asset purchase or otherwise); (f) except for the issuance of Warrant Shares upon exercise of the Warrants or as otherwise provided pursuant to the terms of this Agreement or the Other Agreements, (i) enter into any transaction or transactions with any Initial Holder, any director, officer, employee, securityholder or Affiliate of the Company, or any Affiliate of the foregoing, except upon terms that, in the ordinary course opinion of businessall Holders, leaseare fair and reasonable and that are, sell in any event, at least as favorable as would result in a comparable arm's-length transaction with a Person who is not a director, officer, employee, securityholder or transfer; agree to lease, sell or transferAffiliate of the Company, or any Affiliate of the foregoing, or (ii) advance any monies to any such Persons; (g) except for ordinary and reasonable annual directors fees to be paid by the Company to its outside directors and except as otherwise provided in the Monitoring Agreement, pay any management, consulting or similar fee to or for the direct or indirect benefit of any of its officers, directors, Affiliates or securityholders; (i) acquire any debt or equity interest in any Person, (ii) establish or acquire any Subsidiary not in existence as of the date hereof, (iii) make any additional capital contribution or purchase any additional equity in any existing Subsidiary, (iv) make any advances or loans to any Subsidiary or (iv) during any fiscal year of the Company, transfer any assets to its Subsidiaries which, either alone or in the aggregate, have a fair market value in excess of two hundred fifty thousand dollars ($250,000); (i) allow the aggregate par value of the Capital Stock subject to the Warrants from time to time to exceed the price payable upon exercise of the Warrants, as adjusted from time to time; (j) except as otherwise provided herein, file a registration statement with the Commission or any state securities commission or agency regarding any Capital Stock of the Company; (k) except as otherwise provided in the Senior Loan Documents, incur or suffer to exist any Indebtedness (including, without limitation, any Indebtedness incurred in respect of any revolving credit loans, term loans, capital lease obligations and/or guaranties) in excess of eight million dollars ($8,000,000); (l) except as otherwise provided in the Senior Loan Documents, permit the assets of the Company to be subject to any Liens; (m) undertake any litigation against any third party (other than litigation instituted against one or more account debtors of the Company with respect to one or more unpaid accounts, where the aggregate amount in controversy is less than one hundred thousand dollars ($100,000)); (n) during any fiscal year, increase by more than five percent (5%) the total annual compensation (including, but not limited to, base salary, bonus and perquisites) of any executive officer of the Company; (o) enter into any contract or other agreement (other than the Senior Loan Documents) that obligates the Company to make annual payments thereunder in excess of two hundred fifty thousand dollars ($250,000); (i) terminate any Key Employee of the Company or any of its Subsidiaries, (ii) hire any Person to serve as Key Employee of the Company or any of its Subsidiaries, (iii) grant any additional equity-based compensation to any Key Employee of the Company or any of its Subsidiaries, (iv) make any severance payment to any Key Employee in connection with any termination of the employment of such Key Employee (other than, with respect to the Management Employees only, severance payments contemplated by the Employment Agreements, as in effect on the Closing Date), (v) modify (A) the severance payment obligations of the Company or (B) the incentive compensation payable by the Company, in each case set forth in the Employment Agreements, as in effect on the Closing Date; (q) acquire during any twelve (12) month period any Property or other assets from any Person or Person, the aggregate value of which exceeds five hundred thousand dollars ($500,000); (r) adopt any annual budget for the Company or any of its Subsidiaries; provided, however, that for purposes of this Section 8.04(r) only and after the -------- ------- --------------- Closing Date, the consent of the Holders shall be deemed to have been received if the Holder Representatives approve such budget; (s) make or agree to grant make any preferential rights capital expenditures other than capital expenditures that (i) are the subject of contractually committed purchase orders as of the date hereof and are disclosed on Schedule 7.01(l) or (ii) do not ---------------- exceed two hundred fifty thousand dollars ($250,000) individually and one million dollars ($1,000,000) in the aggregate; (t) make any tax election or settle or compromise any material tax liability or take any other action with respect to lease the computation of taxes or acquirethe preparation of tax returns or reports, in each case that is inconsistent with past practice; (u) enter into or adopt any new Employee Plan or other Benefit Arrangement or amend in any material respect any Employee Plan or other Benefit Arrangement in effect as of the date of this Agreement, in each case except as otherwise required by applicable law; (i) fail to maintain in full force and effect any Permit that is required in or for the conduct of the businesses of the Company or any of its assets, property or rightsSubsidiaries, or make (ii) sell, transfer, license or permit any amendment or termination otherwise dispose of any contractrights or interests under such Permits; (w) except as may be required by GAAP, agreement, instrument make any change in or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation its accounting methods or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assetstax or accounting principles or practices; or (x) obligate itself or otherwise agree to take, tangible permit or intangible;enter into any of the events described in subsections (a) through (w) --------------- --- of this Section 8.04. ------------

Certain Actions. During (a) From the period date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, PVFC will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “PVFC Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to 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 (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, PVFC and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of 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, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) PVFC’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, PVFC’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to PVFC than those contained in the Confidentiality Agreements between PVFC and FNB and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, PVFC promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the 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 and may not be rescinded), in which event the earlier Board of Directors of PVFC may communicate the Effective Date 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 Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheld: (a) Amend its Articles of Incorporation or Bylaws; (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders;Agreement. (c) IssuePVFC will promptly, selland in any event within 24 hours, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares notify FNB in writing of the receipt of any class of the stock of Colonial Bank; any securities convertible into any of such shares; Acquisition Proposal or any optionsinformation related thereto, warrants, or other rights to purchase;which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) Except PVFC agrees that it will, and will cause the PVFC Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. 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 ordinary course possession of business, borrow such Person or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims;such Person’s Representatives. (e) Except in the ordinary course For purposes of business, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;this Agreement:

Certain Actions. During the period between from the date hereof and of this Agreement to the Closing or the earlier of the Effective Date or the termination of this PlanAgreement pursuant to Article 9, the Company shall not, except as otherwise expressly contemplated by this Plan of Merger, Colonial Bank shall notAgreement and the transactions contemplated hereby, without first obtaining the prior written approval consent of VRBthe other parties hereto, which will consent shall not be unreasonably withheld: (a) Amend do or effect any of the following actions with respect to its Articles securities: (A) adjust, split, combine or reclassify its capital stock; (B) make, declare or pay any dividend or distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of Incorporation its capital stock or Bylawsany securities or obligations convertible into or exchangeable for any shares of its capital stock (except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with stock-based employee benefit plans of the Company); (C) grant any person any right or option to acquire any shares of its capital stock other than pursuant to a currently authorized stock option plan; (D) issue, deliver or sell or agree to issue, deliver or sell any additional shares of its capital stock or such securities (except pursuant to the exercise of outstanding convertible securities, warrants, options or rights to purchase Common Stock); or (E) enter into any agreement, understanding or arrangement with respect to the sale or voting of its preferred stock other than pursuant to the provisions of this Agreement; (b) Declare make or pay propose any dividend changes in its Charter (except (i) dividends on its preferred stock as required by the terms thereof and (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (ior other similar organizational documents), (ii)each as amended and restated, or other organizational documents, other than the Amendment and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholdersthe Restatement; (c) Issue, sell, merge or deliver; agree to issue, sell consolidate with any other Person or deliver; acquire a material amount of assets or grant or agree to grant any shares capital stock of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchasePerson; (d) Except in take any action to exempt under or make not subject to any applicable state takeover law or state law that purports to limit or restrict business combinations or the ordinary course of business, borrow ability to acquire or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwisevote shares, any commitmentPerson (other than between the parties or their subsidiaries) or any action taken thereby, obligation which Person or liability (absolute or contingent); or cancel or agree action would have otherwise been subject to cancel any debts or claimsthe restrictive provisions thereof and not exempt therefrom; (e) Except in permit or cause any subsidiary to do any of the ordinary course of business, lease, sell or transfer; agree to lease, sell or transfer, or grant foregoing or agree or commit to grant any preferential rights to lease or acquire, do any of its assets, property the foregoing; or (f) agree in writing or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right otherwise to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance take any of its assets, tangible or intangible;the foregoing actions.

Certain Actions. During the period between the date hereof Except with respect to this Agreement and the earlier of the Effective Date transactions contemplated hereby, neither ACE nor any Stockholder nor any affiliate thereof nor any representatives thereof shall directly or the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheld: (a) Amend its Articles of Incorporation or Bylaws; (b) Declare or pay any dividend (except indirectly (i) dividends on its preferred stock solicit, initiate or knowingly encourage the submission of any Takeover Proposal (as required by the terms thereof and defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action designed or reasonably likely to facilitate any inquiries or the event making of any proposal that constitutes any Takeover Proposal, provided, however, that if, at any time prior to the closing occurs Meeting the Board of Directors of ACE determines in good faith, after February 28consultation with outside counsel, 1998that it is reasonably advisable to do so in order to comply with its fiduciary duties to stockholders under applicable law, ACE may, in response to a dividend Takeover Proposal which was not in excess of Colonial Bank's adjusted net income after December 31, 1997 through solicited subsequent to the date of closing calculated without regard to the items described in clauses (i)hereof, (ii), x) furnish information with respect to such party to any person pursuant to a customary confidentiality agreement and (iiiy) participate in discussions and negotiations regarding such Takeover Proposal. For purposes of Section 6.13); redeemthis Agreement, repurchase "Takeover Proposal" means any inquiry, proposal or otherwise acquire offer from any person other than GPI relating to any direct or agree to acquire any Colonial Bank Stock indirect acquisition or make or commit to make any purchase of a substantial amount of assets of ACE and/or its subsidiaries, taken as a whole (other distribution to Colonial Bank's stockholders; (c) Issue, sell, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares than the purchase of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchase; (d) Except products in the ordinary course of business), borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e) Except more than a 20% interest in the ordinary course total voting securities of business, lease, sell ACE or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property subsidiaries or rights, any tender offer or make exchange offer that if consummated would result in any person beneficially owning 20% or permit any amendment or termination more of any contract, agreement, instrument class of equity securities of ACE or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its subsidiaries or any merger, consolidation, business combination, sale of substantially all assets, tangible recapitalization, liquidation, dissolution or intangible;similar transaction involving ACE or any of its subsidiaries.

Certain Actions. During the period between the date hereof and the earlier of From the Effective Date or until the termination Closing Date, Sellers shall not take any of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, the following actions without first obtaining the written approval consent of VRB, Buyer (which will shall not be unreasonably withheldwithheld or delayed), and if necessary the Bankruptcy Court: (a) Amend its Articles amend or terminate any Assumed Contract, or enter into any new Contract involving a commitment on the part of Incorporation or Bylawsany Seller in excess of Two Hundred Fifty Thousand Dollars ($250,000); (b) Declare or pay make offers to any dividend (except (i) dividends on its preferred stock as required by employees of the terms thereof and (ii) in the event the closing occurs Business for employment with any Person after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock Closing or make any material change in personnel, operations, finances, accounting policies, or commit to make any other distribution to Colonial Bank's stockholdersreal or personal property of the Business; (c) Issueincrease compensation payable or to become payable to, sellmake a bonus or severance payment to, or deliver; agree to issueotherwise enter into one or more bonus or severance agreements with, sell any employee or deliver; or grant or agree to grant any shares agent of any class of Seller except pursuant to the stock of Colonial Bank; any securities convertible into any of such shares; Retention Plan or any options, warrants, or other rights to purchaseplan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) Except in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incurcreate, assume or become subject topermit to exist any new Encumbrance upon any of the Assets, whether directly or except to provide adequate protection as is required by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claimsthe Bankruptcy Court; (e) Except sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of businessthe Business, lease, sell or transfer; agree to lease, sell or transfer, or grant except as permitted by the Bankruptcy Court; (g) amend or agree to grant amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any preferential rights Seller or otherwise take any action relating to lease any liquidation or acquiredissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of its assetsthe foregoing; (i) cancel, property forgive, release, discharge or rightswaive any receivable or any similar Asset or right with respect to the Business, or make or permit any amendment or termination of any contract, agreement, instrument or other right agree to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance do any of its assetsthe foregoing; (j) change any accounting method, tangible policy or intangible;practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. During In addition, without limiting the generality of Section 5.1, except as expressly contemplated by this Agreement or except as set forth in Part 5.2 of the Company Disclosure Letter, without the prior written consent of Parent, during the period between from the date hereof of this Agreement and continuing until the earlier of the Effective Date or (x) the termination of this PlanAgreement pursuant to its terms or (y) the Effective Time, except as otherwise contemplated by this Plan the Company shall not do any of Merger, Colonial Bank the following and shall not, without first obtaining not permit its subsidiaries to do any of the written approval of VRB, which will not be unreasonably withheldfollowing: (a) Amend its Articles terminate, waive or fail to exercise any stock repurchase rights by which Company Common Stock may be repurchased for a per share price of Incorporation less than $0.268, accelerate, amend or Bylawschange the period of exercisability of options to purchase Company Common Stock or restricted Company Common Stock, or reprice any outstanding options to purchase Company Common Stock or authorize cash payments in exchange for any options to purchase Company Common Stock; (b) Declare grant, pay or agree to grant or pay any dividend severance (including change-of-control) or termination pay or other amounts to any Employee, contractor, consultant or agent (except (i) dividends pursuant to written agreements in effect, or policies existing, on its preferred stock the date hereof with respect to which the aggregate amount payable thereunder does not exceed $50,000, (ii) as disclosed in Part 3.12 of the Company Disclosure Letter or (iii) as required by Applicable Law), or increase the terms thereof amount of any such pay or amounts, or adopt any new severance (including change-of-control) plan; (c) transfer or license to any Person or otherwise extend, amend or modify in any material respect any Company IP Rights, other than non-exclusive licenses in the ordinary course of business and consistent with past practice; (iid) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock of the event Company or split, combine or reclassify any capital stock of the closing occurs after February 28Company or issue or authorize the issuance of any other securities in respect of, 1998in lieu of or in substitution for any capital stock; (e) purchase, a dividend not redeem or otherwise acquire, directly or indirectly, any shares of capital stock of the Company or its subsidiaries, except repurchases of unvested shares at cost in excess connection with the termination of Colonial Bank's adjusted net income after December 31the employment relationship with any Employee pursuant to stock option or purchase agreements in effect on the date hereof; (f) issue, 1997 through deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock or any securities convertible into shares of capital stock of the Company, or subscriptions, rights, warrants or options to acquire any shares of capital stock of the Company or any securities convertible into shares of capital stock of the Company, or enter into other Contracts of any character obligating it to issue any such shares or convertible securities, other than the issuance, delivery and/or sale of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding as of the date of closing calculated without regard this Agreement; (g) cause, permit or propose any amendments to the items described Company Charter Documents other than the Articles of Amendment; (h) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in clauses (i)or a portion of the assets of, (ii)or by any other manner, and (iii) of Section 6.13)any Person; redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock assets that are material, individually or make in the aggregate, to the Business or commit to make enter into any other distribution to Colonial Bank's stockholdersmaterial joint ventures, strategic relationships or alliances; (ci) Issue, sell, lease, license, encumber or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares otherwise dispose of any class properties or assets; provided, that the foregoing shall not prohibit the Company and its subsidiaries from selling, leasing, licensing, encumbering or otherwise disposing of equipment in the stock ordinary course of Colonial Bank; business consistent with past practice; (j) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities convertible into any of such shares; or any options, warrants, calls or other rights to purchaseacquire any debt securities of the Company or any of its subsidiaries, enter into any “keep well” or other Contract to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing; (dk) Except adopt or amend any employee benefit plan or employee stock purchase or employee stock option plan, or enter into any employment or contractor Contract or collective bargaining Contract (excluding, for the avoidance of doubt only, the provision of offer letters to Employees in the ordinary course of business consistent with past practice with Employees who are terminable “at will” or in accordance with the minimum requirements of Applicable Law), pay any special bonus or special remuneration or offer any retention plans or payments or change-in-control plans or payments to any director, Employee, contractor, consultant or agent, make any loan or provide any advance to any director, Employee, contractor, consultant or agent, or increase the salaries or wage rates or fringe benefits (including rights to severance (including change-of-control) or indemnification) of its directors, Employees, contractors, consultants or agents other than in the ordinary course of business, borrow consistent with past practice, or agree to borrow change in any funds material respect any management policies or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claimsprocedures; (el) Except make any material capital expenditures outside of the ordinary course of business or outside of the budget previously provided to Parent; (m) fail to collect account receivables and pay account payables, or to otherwise manage working capital, in the ordinary course of businessbusiness consistent with past practice; (n) enter into, leasematerially modify, sell amend or transfer; agree terminate any Company Material Contract or waive, release or assign any material rights or claims thereunder; (o) enter into any Contract with regard to leasethe acquisition or licensing of any material Intellectual Property Rights other than licenses, sell distribution Contracts or transfer, or grant or agree to grant any preferential rights to lease or acquire, other similar Contracts entered into in the ordinary course of business consistent with past practice; (p) materially revalue any of its assetsassets or, property except as required by GAAP, make any change in accounting methods, principles or rightspractices; (q) engage in any action with the intent to directly or indirectly adversely impact any of the Transactions, including with respect to any Takeover Statute; (r) without limiting the foregoing, take any action or fail to take any action reasonably within the Company’s control, that would cause any representation or warranty of the Company to cease to be true and accurate as of the Closing as though then first made; (s) except with respect to Intellectual Property Rights (which are addressed in subsection (t) below), settle any claim, suit, action, arbitration, dispute or other proceeding (or related series thereof) (i) that involves, or make would reasonably be expected to have an adverse effect on, any material assets or permit operations of the Company or (ii) by making one or more payments or transferring other consideration valued in excess of $50,000; (t) settle any amendment or termination of any contractclaim, agreementsuit, instrument action, arbitration, dispute or other right proceeding directly or indirectly relating to which Colonial Bank is a party and which is material any Intellectual Property Rights; or (u) agree in writing or otherwise commit or negotiate to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance take any of its assets, tangible or intangible;the actions described in Section 5.2(a) through (t) above.

Certain Actions. During Without the period between the date hereof and the earlier prior written consent of the Effective Date or Holders, which consent may be withheld in the termination sole discretion of this Planthe Holders, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall the Company will not, without first obtaining the written approval of VRB, which and will not be unreasonably withheldpermit any Subsidiary to: (a) Amend its permit to occur any amendment, alteration, or modification of the Bylaws of the Company, as constituted on the date of this Agreement, the effect of which, in the sole judgment of the Holders, would be to alter, impair, or affect adversely, either the rights and benefits of the Holders or the duties and obligations of the Company under this Agreement, the Warrants, the Certificate or the Shareholder Agreement or permit to occur any amendment, alteration, or modification of the Restated Articles of Incorporation or Bylawsother charter or organizational documents of the Company, as constituted on the date of this Agreement except to the extent necessary to comply with Section 4.04(j) or 4.10; (b) Declare except as otherwise permitted in the Certificate or pay any dividend (except required by the Shareholder Agreement, (i) declare or make any dividends or distributions of its cash, stock, property, or assets or redeem, retire, purchase, or otherwise acquire, directly or indirectly, any of the Capital Stock or capital stock or securities of any Affiliate or any Subsidiary of the Company, or any securities convertible or exchangeable into Capital Stock or capital stock or securities of any Affiliate or any Subsidiary of the Company or otherwise make any distribution on its preferred stock account of the purchase, repurchase, redemption, put, call or other retirement of any shares of Capital Stock of the Company or any Subsidiary thereof or of any warrant, option or other right to acquire such shares (except pursuant to the Purchase Documents or the Certificate) (each as required by defined in Section 11.1 of the terms thereof and Note Agreement), or (ii) in make any payment or distribution on account of any Indebtedness of the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard Company which is subordinate to the items described in clauses Senior Subordinated Notes (i), (iiexcept that Subsidiaries may make distributions to the Company), and (iii) of Section 6.13); redeemexcept as otherwise provided for in the Note Agreement, repurchase pay any professional consulting or otherwise acquire management fees or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution payments to Colonial Bank's stockholdersany shareholders of Parent or any Subsidiary; provided, however, that the following shall be permitted as exceptions to the preceding provisions of this clause (b): declare and make payments of (A) dividends in cash from Subsidiaries of the Company to the Company to the extent necessary to permit the Company or its Subsidiaries to pay the Senior Subordinated Obligations (as defined in Section 11.1 of the Note Agreement) due and payable from the Company or its Subsidiaries to each Purchaser, (B) dividends or stock repurchases permitted by the Senior Loan Agreement (as defined in Section 11.1 of the Note Agreement), and (C) dividends on the Preferred Stock as provided in the Certificate and payments made pursuant to the Purchase Documents (as defined in Section 11.1 of the Note Agreement); (c) Issueeffect any sale, selllease, or deliver; agree to issueassignment, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrantstransfer, or other rights conveyance of any material portion of the assets or operations or the revenue or income generating capacity of the Company (other than inventory in the ordinary course of business and other assets reasonably and in good faith determined by the Company to purchasebe obsolete or no longer necessary to the business of the Company and other asset dispositions permitted by the Senior Loan Agreement including the Asset Transfer (as defined in the Senior Loan Agreement)) or to take any such action that has the effect of any of the foregoing; (d) Except except for issuances of stock permitted by the Senior Loan Agreement, the Permitted Stock, the Acquisition Merger, the Subsidiary Mergers (each as defined in Section 11.1 of the Note Agreement) and the other mergers permitted by the Senior Loan Agreement or pursuant to the express terms of this Agreement or the Shareholder Agreement, issue or sell, or otherwise dispose of any Capital Stock (including the Series B Preferred Stock) or Capital Stock of any Subsidiary, dissolve or liquidate, or effect any consolidation or merger involving the Company or any Subsidiary or any reclassification, corporate reorganization, stock split or reverse stock split, or other change of any class of Capital Stock of the Company or of any Subsidiary; (e) enter into any business that the Company or any Subsidiary is not conducting on the date of this Agreement or acquire any substantial business operation or assets (through a stock or asset purchase or otherwise except for businesses and acquisitions permitted by the Senior Loan Agreement); (f) except for the employment agreements disclosed in Schedule 7.10 to the Note Agreement and except for Permitted Stock, enter into any transaction or transactions with any director, officer, employee, or shareholder of the Company, or any Affiliate or relative of the foregoing except upon terms that, in the opinion of the Holders, are fair and reasonable and that are, in any event, at least as favorable as would result in a comparable arm's-length transaction with a Person not a director, officer, employee, shareholder, or Affiliate of the Company or any Affiliate or related party of the foregoing, or advance any monies to any such Persons, except for travel advances in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (eg) Except except for the employment agreements disclosed in Schedule 7.10 to the ordinary course Note Agreement, increase the amount of businessremuneration permitted under Section 7.10 of the Note Agreement; (h) except for (i) acquisitions permitted under the Note Agreement and Section 9.2 of the Senior Loan Agreement, lease(ii) Permitted Indebtedness (as defined in Section 11.1 of the Note Agreement), sell and (iii) other capital contributions, permitted purchases, advances and loans permitted by the Senior Loan Agreement, acquire any debt or transferequity interest in any Person or establish or acquire a Subsidiary or make any additional capital contribution or purchase any additional equity in any Subsidiary or make any advances or loans to any Subsidiary or transfer any technology or assets to any Subsidiary; (i) except for the employment agreements disclosed in Schedule 7.10 of the Note Agreement, modify, amend, terminate or waive any material provision of the Employment Agreements; (j) allow the aggregate par value of the Capital Stock subject to the Warrants from time to time to exceed the price payable upon exercise of the Warrants, as adjusted from time to time; or (k) obligate itself or otherwise agree to leasetake, sell permit or transfer, or grant or agree to grant any preferential rights to lease or acquire, enter into any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition the events described in subsections (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;a) through (j) above.

Certain Actions. During the period between (a) From the date hereof and the earlier of this Agreement through the Effective Date or the termination of this PlanTime, except as otherwise contemplated permitted by this Plan of MergerSection 6.11, Colonial Bank shall CBI will not, without first obtaining the written approval of VRB, which and will not be unreasonably withheld: authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (acollectively, “CBI Representatives”) Amend to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to CBI or any of its Articles Subsidiaries or afford access to the business, properties, assets, books or records of Incorporation CBI or Bylaws;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 (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Declare or pay any dividend (except Notwithstanding anything in this Agreement to the contrary, CBI and its Board of Directors shall be permitted (i) dividends on its preferred stock to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of CBI shall not withdraw or modify in a manner adverse to FNB the CBI Recommendation except as required by the terms thereof and set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) CBI’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so could reasonably be expected to breach its fiduciary duties under applicable law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, CBI’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to CBI than those contained in the event the closing occurs after February 28, 1998Confidentiality Agreements between CBI and FNB, a dividend not copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 72 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, CBI promptly notifies FNB in excess writing of Colonial Bank's adjusted net income after December 31, 1997 through the date name of closing calculated without regard to such third party and the items described in clauses (i), (ii), material terms and conditions of any such Superior Proposal and (iii) of Section 6.13); redeemto withdraw, repurchase modify, qualify in a manner adverse to FNB, condition or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit refuse to make any other distribution the CBI Recommendation (the “Change in CBI Recommendation”) if CBI’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to Colonial Bank's stockholders;do so could reasonably be expected to breach its fiduciary duties under applicable law. (c) IssueCBI will promptly, selland in any event within 24 hours, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares notify FNB in writing of the receipt of any class of the stock of Colonial Bank; any securities convertible into any of such shares; Acquisition Proposal or any optionsinformation related thereto, warrants, or other rights to purchase;which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) Except in CBI agrees that it will, and will cause the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject CBI Representatives to, whether directly immediately cease and cause to be terminated any activities, discussions or by way negotiations existing as of guarantee or otherwise, the date of this Agreement with any commitment, obligation or liability (absolute or contingent); or cancel or agree parties conducted heretofore with respect to cancel any debts or claims;Acquisition Proposal. (e) Except in the ordinary course For purposes of business, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;this Agreement:

Certain Actions. During the period between the date hereof and the earlier of From the Effective Date or until the termination of this PlanClosing Date, except as otherwise contemplated by expressly provided in this Plan Agreement or as set forth on Schedule 5.03, Sellers shall not take any of Merger, Colonial Bank shall not, the following actions without first obtaining the written approval consent of VRB, which will not be unreasonably withheldBuyer: (a) Amend its Articles amend or terminate any Assumed Contract other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of Incorporation or Bylawsany Seller in excess of One Hundred Thousand Dollars ($100,000); (b) Declare or pay make offers to any dividend (except (i) dividends on its preferred stock as required by employees of the terms thereof and (ii) in the event the closing occurs Business for employment with any Person after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock Closing or make any material change in personnel, operations, finances, accounting policies, or commit to make any other distribution to Colonial Bank's stockholdersreal or personal property of the Business; (c) Issueincrease compensation payable or to become payable to, sellmake a bonus or severance payment to, or deliver; agree to issueotherwise enter into one or more bonus or severance agreements with, sell any employee or deliver; or grant or agree to grant any shares agent of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchaseSeller; (d) Except in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incurcreate, assume or become subject topermit to exist any new Encumbrance upon any of the Assets, whether directly or except for Encumbrances providing adequate protection as is required by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claimsthe Bankruptcy Court; (e) Except sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of business, lease, sell or transfer; agree to lease, sell or transfer, or grant the Business; (g) amend or agree to grant amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any preferential rights Seller or otherwise take any action relating to lease any liquidation or acquiredissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any Seller, or agree to do any of its assetsthe foregoing; (i) cancel, property forgive, release, discharge or rightswaive any receivable or any similar Asset or right with respect to the Business, or make or permit any amendment or termination of any contract, agreement, instrument or other right agree to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance do any of its assetsthe foregoing; (j) change any accounting method, tangible policy or intangible;practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. During (a) From the period date of this Agreement through the Effective Time, except as otherwise permitted by this Section 6.11, ANNB will not, and will not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “ANNB Representatives”) to, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to ANNB or any of the ANNB Subsidiaries or afford access to the business, properties, assets, books or records of ANNB or any of the ANNB Subsidiaries, to otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordance with Section 8.1(g), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, ANNB and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Board of Directors of ANNB shall not withdraw or modify in a manner adverse to FNB the ANNB Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any third party in response to a Superior Proposal, as defined in Section 6.11(e)(ii), by any such third party, if and only to the extent that (x) ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to result in a breach of their fiduciary duties under applicable Law, (y) prior to providing any information or data to any third party in connection with a Superior Proposal by any such third party, ANNB’s Board of Directors receives from such third party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to ANNB than those contained in the Confidentiality Agreements between ANNB and FNB, a copy of which executed confidentiality agreement shall have been provided to FNB for informational purposes and (z) at least 48 hours prior to providing any information or data to any third party or entering into discussions or negotiations with any third party, ANNB promptly notifies FNB in writing of the name of such third party and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the ANNB Recommendation (the “Change in ANNB Recommendation”) if ANNB’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so could reasonably be expected to breach their fiduciary duties under applicable Law. Notwithstanding any Change of ANNB Recommendation, this Agreement shall be submitted to the shareholders of ANNB at the ANNB Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve ANNB of such obligation; provided, however, that if the Board of Directors of ANNB shall have effected a Change of ANNB Recommendation, then the Board of Directors of ANNB may submit this Agreement to ANNB’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof and may not be rescinded), in which event the earlier Board of Directors of ANNB may communicate the Effective Date basis for its lack of a recommendation to ANNB’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, ANNB shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheld: (a) Amend its Articles of Incorporation or Bylaws; (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders;Agreement. (c) IssueANNB will promptly, selland in any event within 24 hours, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares notify FNB in writing of the receipt of any class of the stock of Colonial Bank; any securities convertible into any of such shares; Acquisition Proposal or any optionsinformation related thereto, warrants, or other rights to purchase;which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) Except ANNB agrees that it will, and will cause the ANNB Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. ANNB or its Representatives shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of ANNB to promptly return or destroy (which destruction shall be certified in writing by such Person to ANNB) all information, documents and materials relating to an Acquisition Proposal or to ANNB or its businesses, operations or affairs heretofore furnished by ANNB or any of its Representatives to such Person or any of such Person’s Representatives in accordance with the terms of any confidentiality agreement with such Person and to destroy all summaries, analyses or extracts of or based upon such information in the ordinary course possession of business, borrow such Person or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims;such Person’s Representatives. (e) Except in the ordinary course For purposes of business, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;this Agreement:

Certain Actions. During the period between the date hereof and the earlier Company not to take any of the Effective Date or the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheldfollowing actions: (a1) Amend its Articles of Incorporation or Bylaws; (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issue, sell, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares Dispose of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or assets other rights to purchase; (d) Except than in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e2) Mortgage, pledge or subject to liens or other encumbrances any assets or properties of Company; (3) Purchase or commit to purchase any capital asset for a price exceeding $100,000.00; (4) Except for planned or normal increases in the ordinary course of businessbusiness with respect to non-officer employees, leaseincrease (or announce any increase of) any salaries, wages or employee benefits or hire, commit to hire or terminate any employee; (5) Amend its charter or bylaws; (6) Issue, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, repurchase any of its assets, property or rights, capital stock or make any change in its issued and outstanding capital stock or permit issue any amendment or termination of any contractwarrant, agreement, instrument option or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien purchase shares of its capital stock or any security convertible into its capital stock, or redeem, purchase or otherwise acquire any shares of its capital stock, or declare any dividends or make any other encumbrance distribution with respect to its stock; (7) Incur, assume or guarantee any obligation or liability for borrowed money, or exchange, refund or renew any outstanding indebtedness in such a manner as to reduce the principal amount of such indebtedness and increase the interest rate or balance outstanding; (8) Cancel any debts owed to Company; (9) Amend or terminate any material agreement, including any employee benefit plan or any insurance policy, in force on the date hereof; (10) Solicit or entertain any offer for, or sell or agree to sell, or participate in any business combination with respect to, any assets of Company (except Inventories sold in the ordinary course of business consistent with past practices) or any of the Shares; (11) Make any changes in its assetsaccounting methods, tangible principles or intangiblepractices, except as may be required by GAAP; (12) Enter into any contract or agreement of the type described in SECTION 7.P.; or (13) Do any act, omit to do any act or permit any act within Seller's or Company's control which will cause a breach of any representation, warranty, covenant or agreement contained in this Agreement or any obligations contained in any contract.

Certain Actions. During Without the period between prior written consent of the date hereof Holders, which consent may be withheld in the sole discretion of the Holders, the Company will not, and the earlier of the Effective Date or the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which Company will not be unreasonably withheldpermit any of its Subsidiaries to: (a) Amend permit to occur any amendment, alteration or modification of its Articles of Incorporation Incorporation, Bylaws or Bylawsother charter or organizational documents, as constituted on the date of this Agreement, the effect of which, in the reasonable credit judgment of the Holders, would be to alter, impair, or affect adversely, either the rights and benefits of the Holders or the duties and obligations of Company under this Agreement, the Warrants, or the Shareholder Agreement; (b) Declare declare or pay make any dividend (except dividends or distributions of its cash, stock, property, or assets or redeem, retire, purchase, or otherwise acquire, directly or indirectly, any of its Capital Stock or Capital Stock or securities of any Affiliate of the Company, or any securities convertible or exchangeable into Capital Stock or Capital Stock or securities of any Affiliate of the Company; provided, however, that (i) any Subsidiary of Precise may declare and pay dividends on its preferred stock as required by the terms thereof and or make other distributions to Precise, (ii) in the event the closing occurs after February 28any Subsidiary of Precise may declare and pay dividends or make other distributions to any other wholly-owned Subsidiary of Precise, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard (iii) Precise may declare and pay dividends to the items described Company to enable the Company to pay franchise taxes and other ordinary course operating expenses in clauses an amount not to exceed $25,000 in any twelve-month period, (iiv) Precise may fund purchases by the Company or Sunderland of the common stock of the Company or Sunderland held by an employee of the Company upon the termination of such individual's employment with the Company (so long as (A) the Company shall give prior written notice thereof to the Purchaser, (B) the aggregate amount of all such repurchases made after the Closing Date does not exceed $3,000,000, (C) the aggregate amount of all such repurchases made during any fiscal year of the Company does not exceed $1,000,000 and (D) no default or event of default shall have occurred and be continuing under this Agreement or the Shareholder Agreement, or would occur after giving effect thereto), (ii)v) Precise may make distributions to the Company to permit the Company to (A) purchase the Warrants upon exercise of the Put Option by the Holders of the Warrants and (B) pay the principal balance of, or any scheduled interest payments due on, any promissory notes issued by the Company to the Holders of the Warrants in accordance with the terms of the Shareholder Agreement, (vi) Precise or any Subsidiary of Precise may make and pay regularly scheduled dividends on, and may make any scheduled redemption or repurchase of, any Disqualified Stock, subject to the restrictions set forth in the Indenture and in Section 4.04 of the Shareholder Agreement, (vii) the Company, Precise and any Subsidiary of Precise may make and pay any distribution permitted under Section 4.04(g) hereof, and (iiiviii) Precise or any Subsidiary of Section 6.13); Precise may redeem, repurchase repurchase, retire or otherwise acquire any Disqualified Stock in exchange for, or agree out of the net cash proceeds of the substantially concurrent sale (other than to acquire any Colonial Bank Stock or make or commit a Subsidiary of the Company) of, other Disqualified Stock, subject to make any other distribution to Colonial Bank's stockholdersthe restrictions set forth in Section 4.04(d)(iii) hereof; (c) Issueeffect any sale, selllease, or deliver; agree to issueassignment, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrantstransfer, or other rights conveyance of any portion of the assets or operations or the revenue or income generating capacity of the Company or any Subsidiary (other than sales, leases, assignments, transfers and other conveyances which are permitted pursuant to purchasethe terms of the Indenture) or to take any such action that has the effect of the foregoing; (d) Except issue or sell, or otherwise dispose of any Capital Stock; provided, however, that (i) the Company may issue or sell Permitted Stock, (ii) the Company may issue or sell any Capital Stock required or permitted to be issued to the Holders pursuant to this Agreement, the Shareholder Agreement or the Pecks Securities Purchase Agreement, (iii) Precise or any Subsidiary of Precise may issue or sell any Disqualified Stock (other than Common Stock) if such issuance or sale is permitted pursuant to the terms of the Indenture, including, without limitation, if applicable, the Fixed Charge Coverage Ratio test set forth in Section 4.12 of the Indenture (except that, for purposes of determining whether any such sale or issuance is permitted pursuant to the terms of this Agreement (as opposed to the Indenture), the Fixed Charge Coverage Ratio test shall be 3.0 to 1.0 rather than 2.0 to 1.0), and (iv) the Company may effect an Initial Public Offering, subject to the terms of this Agreement and the Shareholder Agreement; (e) dissolve or liquidate, or effect any consolidation or merger involving the Company or any Subsidiary, or any reclassification, corporate reorganization, stock split or reverse stock split, or other change of any class of Capital Stock; provided, however, that (i) any Inactive Subsidiary may be dissolved or liquidated, (ii) any wholly-owned Subsidiary of Precise may be merged with and into (A) Precise, provided that Precise is the surviving corporation or (B) any other wholly-owned Subsidiary of Precise, (iii) Precise may effect any consolidation or merger permitted pursuant to the terms of the Indenture if, in addition to the requirements set forth in the Indenture, (A) all of the Capital Stock (other than Disqualified Stock) of the entity or Person formed by or surviving any such consolidation or merger (if other than Precise) will, immediately after giving effect to such transaction, be directly owned and controlled by the Company and (B) except in the case of a merger of Precise with or into a wholly-owned Subsidiary of Precise, Precise or the entity or Person formed by or surviving any such consolidation or merger (if other than Precise) will, if required under the terms of the Indenture, at the time of such transaction and after giving pro-forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 5.01 of the Indenture (except that, for purposes of determining whether any such consolidation or merger is permitted pursuant to the terms of this Agreement (as opposed to the Indenture), the Fixed Charge Coverage Ratio test shall be 3.0 to 1.0 rather than 2.0 to 1.0), and (iv) any Subsidiary of Precise may effect any consolidation or merger permitted pursuant to the terms of the Indenture if, in addition to the requirements set forth in the Indenture, (A) all of the Capital Stock (other than Disqualified Stock) of the entity or Person formed by or surviving any such consolidation or merger (if other than such Subsidiary) will, immediately after giving effect to such transaction, be directly or indirectly owned and controlled by Precise and (B) except in the case of a merger of a Subsidiary of Precise with or into another wholly-owned Subsidiary of Precise, such Subsidiary or the entity or Person formed by or surviving any such consolidation or merger (if other than such Subsidiary) will, if required under the terms of the Indenture, at the time of such transaction and after giving pro-forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.12 of the Indenture (except that, for purposes of determining whether any such consolidation or merger is permitted pursuant to the terms of this Agreement (as opposed to the Indenture), the Fixed Charge Coverage Ratio test shall be 3.0 to 1.0 rather than 2.0 to 1.0); (f) enter into any business that the Company or Precise is not conducting on the date of this Agreement; (g) sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any director, officer, or shareholder of the Company or the Shareholder, or any Affiliate or relative of the foregoing (each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Holders (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided, however, that (r) the application of the proceeds of the Public Notes offering and the transactions entered into in connection therewith in the manner contemplated in "Use of Proceeds" section set forth in the Indenture, (s) payments under the Management Agreement in an amount not to exceed $300,000 in any twelve-month period, (t) the payment of $500,000 by the Company or any of its Subsidiaries to Mentmore and/or its Affiliates made for financial advisory services in respect of the Public Notes offering, (u) payments under the tax sharing agreement by and among the Company, Precise, any Subsidiaries of Precise and Sunderland, to the extent that, in the case of Precise and its Subsidiaries, such payments do not otherwise exceed the tax liability that Precise and its Subsidiaries would have had were it not part of a consolidated group, (v) any employment agreement, compensation agreement or employee benefit arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business, borrow (w) transactions between or agree among the Company, Precise and/or their Subsidiaries, (x) the payment of reasonable out-of-pocket expenses by Precise to borrow Mentmore pursuant to the Management Agreement, (y) any funds capital contributions, advances, loans or voluntarily incurother investments made by Precise or any of its wholly-owned Subsidiaries to any wholly-owned Subsidiary of Precise, assume and (z) any dividend or become subject todistribution permitted under Section 4.04(b) hereof, whether directly or by way of guarantee or otherwisein each case, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claimsshall not be deemed Affiliate Transactions; (eh) Except in increase the ordinary course aggregate amount of businessmanagement, lease, sell consulting or transfer; agree similar fees paid or accrued by the Company or its Subsidiaries during any fiscal year to lease, sell or transfer, for the direct or grant or agree to grant any preferential rights to lease or acquire, indirect benefit of any of its assetsofficers, property directors, security holders or rightsAffiliates, or pay any financial advisory, investment banking or similar fees to or for the direct or indirect benefit of any of its officers, directors, security holders or Affiliates; (i) acquire any substantial business operation or assets (through a stock or asset purchase or otherwise), or acquire any debt or equity interest in any Person, or establish or acquire a Subsidiary (other than any Subsidiary existing on the date hereof), or make any additional capital contribution or purchase any additional equity in any Subsidiary; provided, however, that Precise and its Subsidiaries may effect any of the foregoing transactions if such transaction is permitted pursuant to the terms of the Indenture, including, without limitation, if applicable, the Fixed Charge Coverage Ratio test set forth in Section 4.12 of the Indenture (except that, for purposes of determining whether any such sale or issuance is permitted pursuant to the terms of this Agreement (as opposed to the Indenture), the Fixed Charge Coverage Ratio test shall be 3.0 to 1.0 rather than 2.0 to 1.0); (j) allow the aggregate par value of the Capital Stock subject to the Warrants from time to time to exceed the price payable on exercise of the Warrants, as adjusted from time to time; (k) amend, modify or waive any of the terms or provisions of the Senior Loan Documents if such amendment, modification or waiver (i) is prohibited by the terms of the Indenture or (ii) would extend the final maturity date of the Senior Loans beyond June 30, 2002; or (l) obligate itself or otherwise agree to take, permit or enter into any amendment or termination of the events described in subsections (a) through (k) above. Notwithstanding anything to the contrary contained in this Agreement, this Section 4.04 shall terminate and be of no further force and effect after the occurrence of an Initial Public Offering and after such time as all shares of Capital Stock issuable in respect of such Purchaser's Warrant are released from the terms and provisions of any contract, agreement, instrument holdback agreement contemplated by Section 7.07 of the Shareholder Agreement and are registered or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;otherwise freely transferable."

Certain Actions. During the period between the date hereof and the earlier of the Effective Date or the termination of Unless otherwise expressly provided herein, whenever any action is required under this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheldAgreement by: (a) Amend its Articles the ▇▇▇▇ Shareholders, it shall be by the affirmative vote of Incorporation the holders representing more than fifty percent (50%) of the total number of shares of Common Stock on a Diluted Basis then held by the ▇▇▇▇ Shareholders as a group, or Bylawsas otherwise agreed in writing by the ▇▇▇▇ Shareholders as a group; (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required the TPG Shareholders, it shall be by the terms thereof and affirmative vote of the holders representing more than fifty percent (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii50%) of Section 6.13); redeemthe total number of shares of Common Stock on a Diluted Basis then held by the TPG Shareholders as a group, repurchase or as otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholdersagreed in writing by the TPG Shareholders as a group; (c) Issuethe LG Shareholders, sellit shall be by the affirmative vote of the holders representing more than fifty percent (50%) of the total number of shares of Common Stock on a Diluted Basis then held by the LG Shareholders as a group, or deliveras otherwise agreed in writing by the LG Shareholders as a group; agree to issue, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchase;or (d) Except in the ordinary course DG Shareholders, it shall be by the affirmative vote of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or the holders representing more than fifty percent (50%) of the total number of shares of Common Stock on a Diluted Basis then held by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e) Except in the ordinary course of business, lease, sell or transfer; agree to lease, sell or transferDG Shareholders as a group, or grant or agree as otherwise agreed by the DG Shareholders as a group. The Shareholders hereby agree, notwithstanding anything to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or the contrary in any other encumbrance agreement or at law or in equity, that when any Shareholder takes any action under this Agreement or pursuant to applicable law to give or withhold its consent in its capacity as a Shareholder, such Shareholder shall have no duty (fiduciary or other) to consider the interests of the Company or the other Shareholders, may act exclusively in its assetsown interest and shall have only the duty to act in good faith; provided, tangible or intangible;however, that the foregoing shall in no way affect the obligations of the parties hereto to comply with the provisions of this Agreement.

Certain Actions. During the period between the date hereof and Until the earlier of the Effective Date Time or the termination of this PlanAgreement in accordance with Section 7.2, Naturo shall not: (i) take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification), inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that would reasonably be expected to render, any representation or warranty made by Naturo in this Agreement untrue or inaccurate in any material respect at any time on or before the Effective Date if then made or that would have a Material Adverse Effect on Naturo; (ii) except as described in the Naturo Disclosure Letter, issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any shares or other debt securities or equity securities of Naturo or its subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other debt securities or equity securities of Naturo or its subsidiaries, other than the issuance of Naturo Shares issuable on the exercise of convertible securities existing as of the date hereof; and (iii) incur, create, assume or otherwise become liable for, any Indebtedness or any other Liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans, capital contributions, investments or advances or prepay any Indebtedness before its scheduled maturity or amend, terminate, waive or otherwise modify the definitive documentation in respect of any Indebtedness; (iv) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or impose any Lien on or otherwise transfer, in whole or in part, any asset of Naturo with a book value or transaction value in excess of $25,000, individually or in the aggregate, except as otherwise contemplated in this Agreement; (v) acquire (by this merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, business, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person (including any subsidiary that is not wholly owned), or acquire any license rights or financial instrument of any other Person (including any subsidiary that is not wholly owned), other than as described in the Naturo Disclosure Letter; (vi) sell, assign, lease, exclusively license, abandon or permit to lapse, transfer or otherwise dispose of any Intellectual Property that is material to Naturo or its subsidiaries, other than the expiration of Intellectual Property at the end of its statutory term; (vii) adopt a plan of liquidation or resolution providing for the liquidation or dissolution, restructuring, recapitalization or reorganization of Naturo or any of its subsidiaries; or (viii) other than as is necessary to comply with Laws or any contract or Employee Plan in effect as of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withhelddate hereof: (aA) Amend ▇▇▇▇▇ to, or agree or promise to grant to, any current or former officer, director, manager, employee, independent contractor or consultant of Naturo or any of its Articles subsidiaries an increase in salary or other form of Incorporation compensation or Bylawsbenefits or grant any new form of compensation or benefits, except for wage and/or salary increases to non-directors, non-executives, and non-officers made in the ordinary course; (bB) Declare make any loan to any officer, employee, consultant or director of Naturo or any of its subsidiaries; (C) take any action with respect to the grant of, acceleration of, or increase of, any severance, change of control, transaction, retention, bonus or termination pay to, or enter into, establish, amend or terminate any dividend employment agreement, service agreement, deferred compensation or other similar agreement with, or hire, or terminate employment or service (except (i) dividends on its preferred stock as required by for just cause or poor performance, and the terms thereof and (ii) backfill of those positions in the event the closing occurs after February 28ordinary course) of, 1998any current or former officer, a dividend not director, employee, manager, independent contractor, or consultant of Naturo or any of its subsidiaries; (D) establish, adopt, amend, modify or terminate any Employee Plan or create or enter into any plan, agreement, practice, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were in excess existence as of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i)this Agreement, (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issue, sell, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchase; (d) Except except for non-material amendments in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claimsbusiness that do not materially increase costs; (eE) Except in the ordinary course accelerate any right to any compensation or benefits under any Employee Plan; or (F) increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of business, lease, sell Naturo or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;subsidiaries.

Certain Actions. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheld: (a) Amend its Articles Each DF Participant agrees and consents that except as explicitly provided in Article 5 and Section 2.08, without notice to or assent by any DF Participant the Participating Banks, in their sole and absolute discretion and without any duty or responsibility to the DF Participants (notwithstanding their junior priority with respect to certain payments): (i) may agree that the obligations and liabilities of Incorporation the Company or Bylawsany Subsidiary party to the Credit Agreement or any other Financing Documents, or the rights of the Lender Parties, from time to time, in whole or in part, shall be renewed, extended, modified, amended, restated, accelerated, compromised, supplemented, terminated, sold, exchanged, waived or released (and in particular may determine whether the conditions precedent to their obligations to make New Revolving Loans or any other Revolving Loans have been met or should be waived or agree to change the rate of or date for payment of any interest or Facility Fees or agree to extend or otherwise modify Waiver No. 5); (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and (ii) in may (or direct or allow the event the closing occurs after February 28Administrative Agent or Collateral Agent to) exchange, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard release or surrender any Collateral to the items described Company or any other Person, waive, release or subordinate any security interest, obtain a guaranty of any person or a security interest in clauses (i)or mortgage or other encumbrance on any additional property as collateral for any obligations of the Company, (ii), and in each case as they in their sole discretion may elect; (iii) of Section 6.13); redeem, repurchase may apply amounts paid by the Company or any other Person or otherwise acquire or agree realized to acquire any Colonial such portion of the Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholdersDebt as they elect; (civ) Issuemay (or direct or allow the Administrative Agent or the Collateral Agent to) exercise or refrain from exercising any right, sell, remedy or deliver; agree to issue, sell power granted by or deliver; or grant or agree to grant any shares of any class of in connection with the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchase; (d) Except in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwiseCredit Agreement, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e) Except in the ordinary course of business, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien Financing Documents or any other encumbrance any of its assets, tangible or intangibleagreements relating thereto;

Certain Actions. During Since the period between Balance Sheet Date, the date hereof Company has --------------- carried on its business in the ordinary course in all material respects substantially in accordance with the procedures and practices in effect on the earlier of Balance Sheet Date, and except in connection with the Effective Date or the termination of this Plan, except as otherwise transactions contemplated by this Plan Agreement, the Investors' Rights Agreement, the Co-Sale Agreement, the Registration Rights Agreement, the Letter Agreement and the Commercial Agreement, since the Balance Sheet Date (and through the date of Merger, Colonial Bank shall not, without first obtaining this Agreement with respect to Section 3.14(a)) there has not been with respect to the written approval of VRB, which will not be unreasonably withheldCompany: (a) Amend its Articles of Incorporation or Bylaws; (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and (ii) change in the event the closing occurs after February 28financial condition, 1998properties, a dividend assets, liabilities, business or results of operations, which change by itself or in conjunction with all other such changes, whether or not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issue, sell, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchase; (d) Except arising in the ordinary course of business, borrow have had or agree is reasonably likely to borrow have a material adverse effect; (b) any funds contingent liability incurred thereby as guarantor or voluntarily incursurety with respect to the obligations of others; (c) any mortgage, assume encumbrance or become subject to, whether directly lien placed on any of the material assets or by way properties thereof other than in connection with equipment leases in the ordinary course of guarantee business or otherwise, the Company's lease of its headquarters; (d) any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e) Except for borrowed money incurred thereby other than in the ordinary course of business, leasewhich obligations or liabilities do not exceed in the aggregate $150,000; (e) any purchase, sell license, sale or transfer; agree to lease, sell or transferother disposition, or grant any agreement or agree other arrangement for the purchase, license, sale or other disposition, of any of the material properties, assets or goodwill thereof other than in the ordinary course of business; (f) any damage, destruction or loss, whether or not covered by insurance, that would have or is reasonably likely to grant have a material adverse effect; (g) any preferential rights declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, the capital stock thereof, any split, stock dividend, combination or recapitalization of the capital stock thereof, any direct or indirect redemption, purchase or other acquisition of the capital stock thereof; (h) any labor dispute or claim of unfair labor practices, any change in the compensation payable or to lease or acquire, become payable to any of its assetsofficers, property employees or rightsagents, or make any bonus payment or permit arrangement made to or with any of such officers, employees or agents; (i) any loss of key executive, management or development personnel thereof that has had or would have a material adverse effect on the Company; (j) any payment or discharge of a lien or liability thereof, which lien or liability was not either (i) shown on the balance sheet as of the Balance Sheet Date included in the Financial Statements or (ii) incurred in the ordinary course after the Balance Sheet Date; (k) any obligation or liability incurred thereby to any of its officers, directors, stockholders or affiliates, or any loans or advances made thereby to any of its officers, directors, stockholders or affiliates, except normal compensation and expense allowances payable to officers; (l) any amendment or termination change in the Certificate of Incorporation or Bylaws of the Company; (m) except in connection with the issuance of the Series A Stock, any issuance or sale of any contract, agreement, instrument debt or equity securities (including but not limited to stock) thereby or of any options or other right rights to which Colonial Bank is a party and acquire from the Company, directly or indirectly, any debt or equity securities (including but not limited to stock) thereof other than shares of Company Common Stock issued upon exercise of Company options issued pursuant to the Stock Plan; or (n) any deferral of the payment of any accounts payable outside the ordinary course or in an amount which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any discount, accommodation or other encumbrance concession made outside the ordinary course in order to accelerate or induce the collection of any of its assets, tangible or intangible;receivable.

Certain Actions. During In the event that during the three-year period between following the date hereof and Closing, any of Greenwich II, GSCP Offshore or GF (collectively, the earlier "Greenwich Purchasers") beneficially own any Common Stock or any other securities of the Effective Date Company eligible to vote at shareholder meetings of the Company (all such Common Stock and securities, the "Voting Securities"), such Greenwich Purchaser shall (i) be present in person or represented by proxy at all such stockholder meetings so that all such Voting Securities shall be counted for the termination purpose of determining the presence of quorum at such meetings, (ii) shall vote or cause to be voted all such Voting Securities for the election as Directors of the Company those persons recommended for election by the Board, (iii) with respect to all other matters submitted to a vote of the Company's common stockholders, shall vote or cause to be voted all such Voting Securities in favor and against any such matter, pro rata, to the percentages of "in favor" and "against" votes with respect to such matter made by all outstanding Voting Securities not beneficially owned by Greenwich II, provided that the provisions of this PlanSection 9.1 shall not apply to any such matter relating to any proposed or existing stock option, except as otherwise contemplated by this Plan of Mergerstock incentive, Colonial Bank employee benefit or other like plan or arrangement and (iv) shall not, directly or indirectly, without first obtaining having been specifically requested to do so in writing by the written approval Company or the Board vote any Voting Securities in favor of VRBthe removal of, which will or otherwise seek to remove from the Board, any person whose removal is not be unreasonably withheld: (a) Amend its Articles of Incorporation or Bylaws; (b) Declare or pay any dividend (except recommended by the Board. In addition, during the three-year period following the Closing, the Greenwich Purchasers shall not (i) dividends on its preferred stock as required by propose or disclose an intent to propose any form of business combination, acquisition, restructuring, recapitalization or other similar transaction relating to the terms thereof and Company, (ii) acquire or agree, offer, seek or propose to acquire, or make any proposal with respect to the possible acquisition of, ownership (including, without limitation, beneficial ownership) of any securities or business or any substantial part of the assets of the Company or any of its subsidiaries or any rights or options to acquire such ownership from a third party or otherwise, except any such acquisition resulting from the exercise of their respective Options or their respective conversion of any Shares into Common Stock or for any other acquisitions which, after giving effect thereto, do not in the event aggregate exceed 1% of the closing occurs after February 28, 1998, a dividend not in excess Company's issued and outstanding Common Stock as of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard such acquisition, (iii) seek or propose to control the items described Company's management or policies (except by virtue of the exercise of their respective approval rights set forth in clauses (iSection 10.3 hereof), (ii)iv) except as approved by the Board, and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issue, sellmake, or deliver; agree in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the Commission Rules) to issuevote, sell or deliver; seek to advise or grant influence any person or agree entity with respect to grant the voting of, any shares of any class Voting Securities of the stock of Colonial Bank; any securities convertible Company, (v) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of such shares; the foregoing, (vi) disclose any intention, plan or any options, warrantsarrangement inconsistent with the foregoing, or other rights to purchase; (dvii) Except in request the ordinary course of businessCompany, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way indirectly, to amend or waive any provisions of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e) Except in the ordinary course of business, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;this Section 9.1.

Certain Actions. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, except Except as otherwise contemplated by this Plan of Merger, Colonial Bank shall notAgreement or the Exchange Agreement, without first obtaining the prior written approval consent of VRBPurchaser, which will consent Purchaser shall not be unreasonably withheldwithhold or delay, Seller shall not take any of the following actions with respect to the Company or cause the Company to take any of the following actions: (a) Amend its Articles issue or grant any equity securities, options, convertible securities, warrants or calls or repurchase, redeem or otherwise acquire any such securities of Incorporation the Company or Bylawsmake or propose to make any other change in the Company's capitalization; (b) Declare merge or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make consolidate with any other distribution to Colonial Bank's stockholdersEntity or acquire all or substantially all of the assets or equity interests or business of any entity or person; (c) Issue, sell, or deliver; agree to issue, sell or deliver; or grant or agree to grant incur any shares indebtedness for borrowed money other than in the ordinary course of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchasebusiness consistent with past practice; (d) Except amend, exercise or fail to exercise or waive any of its or the Company's rights under the Exchange Agreement or that certain Promissory Note in the ordinary course principal amount of business$300 million payable by the Company to Seller (the "ARCO Note") in a way which impairs or, borrow with the passage of time, is reasonably likely to impair, the rights or agree benefits which Purchaser has or would otherwise have under this Agreement, the Exchange Agreement or the ARCO Note, either in Purchaser's capacity as a party to borrow any funds or voluntarily incur, assume or become subject to, whether directly this Agreement or by way virtue of guarantee Purchaser's ownership commencing on the Closing Date of the Shares; provided, however, nothing in this subparagraph (d) shall prohibit Seller from causing the Company to terminate the Exchange Agreement in the event that Purchaser terminates, or otherwisenotifies Seller that Purchaser intends to terminate, any commitment, obligation or liability (absolute or contingent); or cancel or agree this Agreement pursuant to cancel any debts or claimsSection 9.1(e) below; (e) Except in accept or permit the ordinary course Company to make any distribution or dividend to Seller as its sole shareholder of businessany payments paid to the Company by Mobil under Section 16.02 of the Exchange Agreement; (f) except as required by order of a court of competent jurisdiction or by applicable securities laws or stock exchange requirements, leasemake any public announcement or issue any press release with respect to this Agreement, sell the Exchange Agreement or transferthe transactions contemplated under either such agreement, which materially differs from the form or content of a public announcement which is mutually agreed upon by Seller and Purchaser; agree or (g) commit to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, do any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;the foregoing.

Certain Actions. During (a) Notwithstanding any other provisions in this Agree- ment, as long as any Preferred A Interest or Preferred B Interest remains issued and outstanding, the period between the date hereof Executive Committee shall not approve, and the earlier Company shall not take, any of the Effective Date or following actions except with the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB(x) unless GFC has designated two GFC Directors pursuant to Section 4.13, which will not be unreasonably withheldthe Chairman (or, if such office is vacant, at least one Management Director) and (y) at least one GFC Director: (ai) Amend any issuance or agreement to issue any profit share or interest (including any LLC Interests) of the Company or any of its Articles Significant Subsidiaries or any securities or rights of Incorporation any kind convertible into or Bylawsexchangeable for such profit share or interest, or to issue any option, warrant, put, call or other arrangement of any kind to purchase or otherwise receive from the Company any such profit share or interest; (bii) Declare any repurchase by the Company of any profit share or pay interest (including any dividend LLC Interests); (except iii) subject to clause (i) dividends on its preferred stock as required by the terms thereof and (ii) in the event the closing occurs after February 28proviso in Section 8.4, 1998, a dividend not in excess any approval or disapproval of Colonial Bank's adjusted net income after December 31, 1997 through the date any Transfer of closing calculated without regard to the items described in clauses any profit share or interest (i), (ii), and (iiiincluding any LLC Interests) of Section 6.13); redeem, repurchase the Company or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholdersof its Significant Subsidiaries; (civ) Issueany incurrence of indebtedness for borrowed money or other commitment or liability, sellissuance of guarantees, or deliver; agree to issuegranting of liens over assets of the Company or any of its Significant Subsidiaries (whether or not in connection with such incurrence or issuance), sell in each case, in excess of, whether in a single transaction or deliver; or grant or agree to grant a series of related transactions, $15 million, including without limitation any shares acquisition of any class asset, securities or business from any Person in excess of, whether in a single transaction or a series of related transactions, $15 million, other than of the stock of Colonial Bank; any securities convertible into any of such shares; type currently incurred or any optionsgranted by GFC and its Subsidiaries, warrantsas the case may be, or other rights to purchase; (d) Except in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e) Except in the ordinary course of business, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;

Certain Actions. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, except Except (x) as otherwise expressly contemplated by this Plan of MergerAgreement, Colonial Bank (y) as approved by Co-Investor Member (which approval shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheld: , conditioned or delayed) or (z) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company, at all times during the Interim Period, the Company shall, and Intel Member and its Affiliates shall cause the Company to, (a) Amend use its Articles of Incorporation or Bylaws; respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable Law; (b) Declare or pay any dividend (except (i) dividends on subject to the restrictions and exceptions elsewhere in this Agreement, conduct its preferred stock as required by the terms thereof business and (ii) operations in the event the closing occurs after February 28, 1998, a dividend not in excess ordinary course of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), business; and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issueuse its respective commercially reasonable efforts, sell, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchase; (d) Except consistent with its operations in the ordinary course of business, borrow to (i) preserve intact its material assets, properties (as applicable), Contracts or agree other legally binding understandings, licenses and business organizations, (ii) keep available the services of its current officers and key employees and (iii) preserve its current relationships and goodwill with customers, suppliers, partners, platform providers, manufacturers, distributors, lessors, licensors, licensees, creditors, contractors and such other Persons with which the Company, Intel Member or any of its Affiliates has business relations. Without limiting the generality of the foregoing, except (x) as expressly contemplated by this Agreement, (y) as approved by Co-Investor Member (which approval shall not be unreasonably withheld, conditioned or delayed) or (z) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to borrow any funds or voluntarily incurthe Company, assume or become subject toat all times during the Interim Period, whether directly or by way of guarantee or otherwisethe Company shall not: a. with respect to the Company, any commitmentissue, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e) Except in the ordinary course of businesssell, leaseassign, sell or transfer; agree to lease, sell or transferpledge, or grant new Units or agree redeem or repurchase any outstanding Units in the Company or any securities or rights convertible into, exchange or exercisable for or evidencing the right to grant subscribe for any preferential rights Units or rights, warrants or options to lease purchase any Units, other than pursuant to this Agreement; b. make any material change in its financial accounting policies, except as required by Law, GAAP or acquireany applicable accounting standards or the SEC; c. (i) declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any Units or other securities of the Company, other than to the extent paid in full prior to the Closing or (ii) adjust, split, combine, subdivide or reclassify any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangibleUnits;

Certain Actions. During the period between the date hereof and Executive agrees that until the earlier of the Effective second anniversary of the Termination Date or the termination a Change of this PlanControl (as defined below), except as otherwise contemplated by this Plan of Merger, Colonial Bank Executive shall not, without first obtaining on his own behalf or on behalf of any other person, partnership, association, corporation, or other entity, directly or indirectly, absent the prior written approval authorization of VRBthe Board of Directors of the Company, which will not be unreasonably withheldtake any of the following actions: a. make, engage in or in any way participate in any “solicitation” (a) Amend its Articles of Incorporation or Bylaws; (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and (ii) such term is used in the event proxy rules of the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through Securities and Exchange Commission (the date of closing calculated “SEC”) but without regard to the items described exclusion set forth in clauses Rule 14a-1(1)(2)(iv) under the Securities Exchange Act of 1934, as amended (ithe “Exchange Act”), (ii), and (iii) of Section 6.13); redeemproxies, repurchase consents or otherwise acquire voting authorizations with respect to the election or agree to acquire any Colonial Bank Stock removal of directors of the Company or make or commit to make any other distribution matter or proposal in respect of which the Company’s stockholders are requested or required to Colonial Bank's vote on, or become a “participant” (as such term is used in the proxy rules of the SEC) in any such solicitation of proxies, consents or voting authorizations from the Company’s stockholders; (c) Issueb. encourage, sellinfluence, induce or deliver; agree advise or assist any person with respect to issuethe giving, sell revocation or deliver; withholding of any proxy, consent or grant or agree other authorization to grant vote any shares of any class common stock or other voting securities of the stock Company (other than solicitation activity that is consistent with the recommendation of Colonial Bank; and expressly authorized by the Board) in connection with any matter submitted to the Company’s stockholders for their consideration and vote; c. form, join, encourage, influence, advise, act in concert with or in any way participate in any “group” (as defined pursuant to Section 13(d) of the Exchange Act) with respect to any voting securities convertible into of the Company; d. propose, offer or in any of such shares; way participate (or assist or facilitate any optionsother person to do so) in any tender offer, warrantsexchange offer, merger, consolidation, acquisition, business combination, recapitalization, reorganization, restructuring, liquidation, dissolution or other rights to purchase; (d) Except in extraordinary transaction involving the ordinary course of business, borrow Company or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (e) Except in the ordinary course of business, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assetssubsidiaries or the Company’s securities or a material amount of the assets of the Company and its subsidiaries, property taken as a whole (an “Extraordinary Transaction”), or rightsfrustrate or seek to frustrate the pendency or consummation of any Extraordinary Transaction proposed, approved or recommended by the Board of Directors, or make any public statement with respect to an Extraordinary Transaction, or permit make, either alone or in concert with others, any amendment proposal to the Company or termination the Board of Directors that would reasonably be expected to require or result in a public announcement regarding any of the matters described in this Section 17; e. make or be the proponent of any contract, agreement, instrument or other right stockholder proposal (pursuant to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial Rule 14a-8 under the Exchange Act or otherwise); or f. publicly disclose any intention, plan, commitment or mortgage, pledge or subject arrangement to a lien or any other encumbrance do any of its assets, tangible or intangible;the foregoing.

Certain Actions. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, except Except as otherwise contemplated by this Plan Agreement, PARENT shall not have, between the Agreement Date and the Effective Time, directly or indirectly, done or have proposed or agreed to do any of Merger, Colonial Bank shall not, the following without first obtaining the prior consultation with TARGET and receipt of TARGET's prior written approval of VRBconsent, which will consent shall not be unreasonably withheld: (a) Amend (i) amend or otherwise change its Articles Certificate of Incorporation or Bylaws; Bylaws (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and other than amendments which are not material to TARGET); (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issueissue, sell, pledge, dispose of, or deliver; agree to issueencumber, sell or, authorize the issuance, sale, pledge, disposition, or deliver; or grant or agree to grant encumbrance of any shares of its capital stock of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, convertible or exchangeable securities or other rights of any kind to purchaseacquire any shares of such capital stock, or any other ownership interest, of it, other than the issuance of PARENT capital stock upon (x) exercise of (and in accordance with the terms of) any currently outstanding options or currently outstanding warrants for capital stock of PARENT or (y) conversion or exchange of (and in accordance with the terms of) any PARENT capital stock outstanding as of the Agreement Date; (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; or (iv) declare, set aside, make or pay any dividend or other distribution, whether payable in cash, stock, property or otherwise, with respect to any of its capital stock; acquire (including, without limitation, for cash or shares of stock, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer, or purchase any property or assets of any other Person in excess of $25,000; (db) Except (i) create, incur or assume any indebtedness for borrowed money, whether or not in the ordinary course of business, borrow or agree to borrow issue any funds debt securities in excess of $25,000; (ii) assume, guarantee, endorse or voluntarily incurotherwise become liable or responsible (whether directly, assume or become subject to, whether directly or by way of guarantee contingently or otherwise) for, the obligations of any commitment, obligation Person; (iii) make any loans or liability (absolute or contingent)advances to any other Person other than to employees in the ordinary course of business consistent with past practice; or cancel (iv) make or agree commit to cancel make any debts capital expenditures in excess of $25,000, other than those proposed to be made in any financial budgets (c) not in the ordinary course of business: (i) issue any debt securities in excess of $25,000; (ii) assume, guarantee, endorse or claimsotherwise become liable or responsible (whether directly, contingently or otherwise) for, the obligations of any Person; (iii) make any loans or advances to any other Person other than to employees in the ordinary course of business consistent with past practice; or (iv) make or commit to make any capital expenditures in excess of $25,000, other than those proposed to be made in any financial budgets delivered to TARGET prior to the Agreement Date; (ei) Except sell, pledge, dispose of or encumber, or authorize the sale, pledge, disposition or encumbrance of any of its properties or assets, tangible or intangible, except in each case in the ordinary course of business; (ii) enter into any new Contract other than in the ordinary course of business, leaseconsistent with past practice; or (iii) amend, sell terminate or transfercancel any material contract or fail to perform in any material respect any of its obligations thereunder; (i) change any accounting policies or procedures, change any annual accounting period or make any change in any accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in GAAP; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, (ii) revalue any of its assets, property including writing down the value of any assets or rightswriting off any notes or accounts receivable; (iii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or make take any other action or permit omit to take any amendment action, if any such action or termination omission would have the effect of increasing the Tax liability of TARGET or PARENT; (f) pay, discharge or satisfy any contractLiens, agreementclaims, instrument debts, liabilities or other right to which Colonial Bank is a party and which is material to Colonial Bank's businessobligations (absolute, assetsaccrued, earningsasserted or unasserted, operation or condition (financial contingent or otherwise); , other than the payment, discharge or mortgagesatisfaction in the ordinary course of business and consistent with past practice of due and payable liabilities reflected or reserved against in the PARENT Financial Statements, pledge as appropriate, or subject liabilities incurred after the date of the Most Recent Balance Sheet in the ordinary course of business and consistent with past practice; (g) increase or decrease prices charged to a lien its customers, other than in the ordinary course of business consistent with past practice, or fail to use all commercially reasonable efforts to enforce any Contract or other encumbrance agreement with any customer or supplier, collect its accounts receivable, or pay its accounts payable, in each case in the ordinary course of business consistent with past practice; (h) except as contemplated in other provisions of this Agreement, enter into any contract or transaction with or for the benefit of any of its assetsdirectors, tangible officers, stockholders, Affiliates or intangible;Associates or any entity in which any such director, officer, stockholder, Affiliate or Associate, or their respective Affiliates or Associates, has a direct or indirect interest, whether or not in the ordinary course of business; or agree, in writing or otherwise, to take or authorize any of the foregoing actions or any action which would make any representation or warranty in Article IV hereof untrue or incorrect in any respect; or (i) (i) solicit, initiate, encourage the initiation or submission by others of any Acquisition Proposal; (ii) enter into or participate in discussions or negotiations with, respond to solicitations relating to, furnish to any Person any information with respect to, or take any other action to encourage or facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; or (iii) enter into any Contract, agreement or commitment (whether or not binding) with respect to any Acquisition Proposal.

Certain Actions. During For so long as the period between Second Supplemental Warrant or the date hereof and Warrant Shares remain outstanding, without the earlier prior written consent of the Effective Date or Holders, which consent may be withheld in the termination sole discretion of this Planthe Holders, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall the Company will not, without first obtaining the written approval of VRB, which and will not be unreasonably withheldpermit any Subsidiary to: (a) Amend its permit to occur any amendment, alteration, or modification of the Bylaws of the Company, as constituted on the date of this Agreement, the effect of which, in the sole judgment of the Holders, would be to alter, impair, or affect adversely, either the rights and benefits of the Holders or the duties and obligations of the Company under this Agreement, the Warrant, the Restated Articles of Incorporation of the Company (sometimes called the "Certificate") or the Priority Shareholder Agreement or permit to occur any amendment, alteration, or modification of the Restated Articles of Incorporation or Bylawsother charter or organizational documents of the Company, as constituted on the date of this Agreement except to the extent necessary to comply with Section 4.04(h) or 4.10; (b) Declare except as otherwise permitted in the Certificate or pay any dividend (except required by the Priority Shareholder Agreement or the Other Shareholder Agreements, (i) declare or make any dividends or distributions of its cash, stock, property, or assets or redeem, retire, purchase, or otherwise acquire, directly or indirectly, any of the Capital Stock or capital stock or securities of any Affiliate or any Subsidiary of the Company, or any securities convertible or exchangeable into Capital Stock or capital stock or securities of any Affiliate or any Subsidiary of the Company or otherwise make any distribution on its preferred stock account of the purchase, repurchase, redemption, put, call or other retirement of any shares of Capital Stock of the Company or any Subsidiary thereof or of any warrant, option or other right to acquire such shares (except pursuant to the Purchase Documents) (as required by defined in Section 11.1 of the terms thereof and Priority Note Agreement or the Certificate), or (ii) make any payment or distribution on account of any Indebtedness (as defined in such Priority Note Agreement) of the Company which is subordinate to the Senior Subordinated Notes (as defined in Section 11.1 of the Original Note Agreement (as defined in the event Priority Shareholder Agreement)), and the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard Priority Note (except that Subsidiaries may make distributions to the items described in clauses (i), (iiCompany), and (iii) of Section 6.13); redeemexcept as otherwise provided for in the Priority Note Agreement or the Original Note Agreement, repurchase pay any professional consulting or otherwise acquire management fees or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution payments to Colonial Bank's stockholdersany shareholder of Parent or any Subsidiary; provided, however, that the following shall be permitted as exceptions to the preceding provisions of this clause (b): declare and make payments of (A) dividends in cash from Subsidiaries of the Company to the Company to the extent necessary to permit the Company or its Subsidiaries to pay the Priority Senior Subordinated Obligations (as defined in Section 11.1 of the Priority Note Agreement) and the Senior Subordinated Obligations (as defined in Section 11.1 of the Original Note Agreement) due and payable from the Company or its Subsidiaries to Rice, and (B) dividends or stock repurchases permitted by the Senior Loan Agreement (as defined in Section 11.1 of the Priority Note Agreement); (c) Issueeffect any sale, selllease, or deliver; agree to issueassignment, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrantstransfer, or other rights conveyance of any material portion of the assets or operations or the revenue or income generating capacity of the Company (other than inventory in the ordinary course of business and other assets reasonably and in good faith determined by the Company to purchasebe obsolete or no longer necessary to the business of the Company or any Subsidiary and other asset dispositions permitted by the Senior Loan Agreement including the Asset Transfer (as defined in the Senior Loan Agreement)) or to take any such action that has the effect of any of the foregoing; (d) Except except for issuances of stock permitted by the Senior Loan Agreement, the Permitted Stock, or pursuant to the express terms of this Agreement or the Other Shareholder Agreement, issue or sell, or otherwise dispose of any Capital Stock or Capital Stock of any Subsidiary, dissolve or liquidate, or effect any consolidation or merger involving the Company or any Subsidiary or any reclassification, corporate reorganization, stock split or reverse stock split, or other change of any class of Capital Stock of the Company or of any Subsidiary; (e) enter into any business that the Company or any Subsidiary is not conducting on the date of this Agreement or acquire any substantial business operation or assets (through a stock or asset purchase or otherwise except for businesses and acquisitions permitted by the Senior Loan Agreement); (f) except for Permitted Stock, enter into any transaction or transactions with any director, officer, employee, or shareholder of the Company, or any Affiliate or relative of the foregoing except upon terms that, in the opinion of the Holders, are fair and reasonable and that are, in any event, at least as favorable as would result in a comparable arm's-length transaction with a Person not a director, officer, employee, shareholder, or Affiliate of the Company or any Affiliate or related party of the foregoing, or advance any monies to any such Persons, except for travel advances in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (eg) Except except for (i) Permitted Indebtedness (as defined in Section 11.1 of the ordinary course Priority Note Agreement), and (ii) other capital contributions, permitted purchases, advances and loans permitted by the Senior Loan Agreement, acquire any debt or equity interest in any Person or establish or acquire a Subsidiary or make any additional capital contribution or purchase any additional equity in any Subsidiary or make any advances or loans to any Subsidiary or transfer any technology or assets to any Subsidiary; (h) allow the aggregate par value of businessthe Capital Stock subject to the Warrant from time to time to exceed the price payable upon exercise of the Warrant, lease, sell as adjusted from time to time; or (i) obligate itself or transfer; otherwise agree to leasetake, sell permit or transfer, or grant or agree to grant any preferential rights to lease or acquire, enter into any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition the events described in subsections (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;a) through (h) above.

Certain Actions. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheld: (a) Amend Except 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 ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve intact its Articles and its Subsidiaries’ current business organizations, keep available the service of Incorporation 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 Bylaws;cause a covenant to fail to be satisfied in any material respect. (b) Declare 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 pay the Series C Preferred Shares, the Sentio Parties will not, and will not permit any dividend (except of their Subsidiaries to, directly or indirectly, do any of the following: (i) dividends on its preferred stock as required by agree to any action which would restrict, materially delay or conflict with the terms thereof rights and preferences of the Series A Preferred Shares or the Series C Preferred Shares; (ii) declare, pay or set aside for payment any Extraordinary Dividend except (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 merger or consolidation or otherwise, so as to adversely affect any right, preference or voting power of the 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 capital stock of the event Sentio Parties or any of their Subsidiaries; (v) other than in accordance with the closing occurs after February 28provisions of this Agreement or the Related Documents, 1998authorize, a dividend not issue or reclassify any capital stock, or debt securities convertible into capital stock, of the Company and the Partnership; (vi) other than in excess accordance with the provisions of Colonial Bank's adjusted net income after December 31this Agreement or the Related Documents, 1997 through change the date authorized number of closing calculated without regard 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 items 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), (iivi), (vii) (solely with respect to actions specified in Sections 3.2(b), (c), (d), (f), (h), (i), (j) and (iiil), Sections 3.3(b) through (d) of the Investor Rights Agreement) and (viii) (solely with respect to arrangements, Contracts, agreements or commitments to take any of the actions otherwise set forth in this proviso) of this Section 6.135.5(b); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders;. (c) IssueThe Partnership will not, sellat any time prior to the first issuance of Series B Convertible Preferred Units, amend, alter or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares of any class repeal the provisions of the stock Partnership Agreement, whether by merger or consolidation or otherwise, so as to adversely affect any right or preference of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchase;the Series B Convertible Preferred Units. (d) Except in The Company will not, at any time prior to the ordinary course first issuance of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject tothe Series C Preferred Shares, whether directly or by way merger, consolidation, amendment to the Charter, operation of guarantee law or otherwise, effect any commitmentstock split, obligation recapitalization or liability (absolute or contingent); or cancel or agree similar adjustment in respect of the Series A Preferred Shares unless simultaneously in connection therewith the Company effects a similar adjustment to cancel any debts or claims;the terms of the Series C Preferred Shares. (e) Except in The Sentio Parties will not, at any time prior to the ordinary course first issuance of businessSecurities, lease, sell make or transfer; agree rescind any material Tax election (unless required by Law or necessary to lease, sell preserve the Company’s status as a REIT or transfer, or grant or agree to grant any preferential rights to lease or acquire, the status of any of its assetsSubsidiary as a partnership for federal tax purposes or a qualified REIT subsidiary or a taxable REIT subsidiary under the applicable provisions of Section 856 of the Code, property as the case may be), settle or rightscompromise 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 make take any action that would, or permit could reasonably be expected to, violate any amendment material Tax Protection Agreement or termination 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 contract, agreement, instrument Tax Return or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or the payment of any other encumbrance any of its assets, tangible or intangible;Tax.

Certain Actions. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, except Except as otherwise contemplated by this Plan Agreement, TARGET shall not have, between the Agreement Date and the Effective Time, directly or indirectly, done or have proposed or agreed to do any of Merger, Colonial Bank shall not, the following without first obtaining the prior consultation with PARENT and receipt of PARENT's prior written approval of VRBconsent, which will consent shall not be unreasonably withheld: (a) Amend (i) amend or otherwise change its Articles Certificate of Incorporation or Bylaws; Bylaws (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and other than amendments which are not material to PARENT); (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issueissue, sell, pledge, dispose of, or deliver; agree to issueencumber, sell or, authorize the issuance, sale, pledge, disposition, or deliver; or grant or agree to grant encumbrance of any shares of its capital stock of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, convertible or exchangeable securities or other rights of any kind to purchaseacquire any shares of such capital stock, or any other ownership interest, of it, other than the issuance of TARGET capital stock upon (x) exercise of (and in accordance with the terms of) any currently outstanding options or currently outstanding warrants for capital stock of TARGET or (y) conversion or exchange of (and in accordance with the terms of) any TARGET capital stock outstanding as of the Agreement Date; (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; or (iv) declare, set aside, make or pay any dividend or other distribution, whether payable in cash, stock, property or otherwise, with respect to any of its capital stock; acquire (including, without limitation, for cash or shares of stock, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer, or purchase any property or assets of any other Person in excess of $25,000; (db) Except (i) create, incur or assume any indebtedness for borrowed money, whether or not in the ordinary course of business, borrow or agree to borrow issue any funds debt securities in excess of $25,000; (ii) assume, guarantee, endorse or voluntarily incurotherwise become liable or responsible (whether directly, assume or become subject to, whether directly or by way of guarantee contingently or otherwise) for, the obligations of any commitment, obligation Person; (iii) make any loans or liability (absolute or contingent)advances to any other Person other than to employees in the ordinary course of business consistent with past practice; or cancel (iv) make or agree commit to cancel make any debts capital expenditures in excess of $25,000, other than those proposed to be made in any financial budgets (c) not in the ordinary course of business: (i) issue any debt securities in excess of $25,000; (ii) assume, guarantee, endorse or claimsotherwise become liable or responsible (whether directly, contingently or otherwise) for, the obligations of any Person; (iii) make any loans or advances to any other Person other than to employees in the ordinary course of business consistent with past practice; or (iv) make or commit to make any capital expenditures in excess of $25,000, other than those proposed to be made in any financial budgets delivered to PARENT prior to the Agreement Date; (ei) Except sell, pledge, dispose of or encumber, or authorize the sale, pledge, disposition or encumbrance of any of its properties or assets, tangible or intangible, except in each case in the ordinary course of business; (ii) enter into any new Contract other than in the ordinary course of business, leaseconsistent with past practice; or (iii) amend, sell terminate or transfercancel any material contract or fail to perform in any material respect any of its obligations thereunder; (i) change any accounting policies or procedures, change any annual accounting period or make any change in any accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in GAAP; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, (ii) revalue any of its assets, property including writing down the value of any assets or rightswriting off any notes or accounts receivable; (iii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or make take any other action or permit omit to take any amendment action, if any such action or termination omission would have the effect of increasing the Tax liability of PARENT or TARGET; (f) pay, discharge or satisfy any contractLiens, agreementclaims, instrument debts, liabilities or other right to which Colonial Bank is a party and which is material to Colonial Bank's businessobligations (absolute, assetsaccrued, earningsasserted or unasserted, operation or condition (financial contingent or otherwise); , other than the payment, discharge or mortgagesatisfaction in the ordinary course of business and consistent with past practice of due and payable liabilities reflected or reserved against in the TARGET Financial Statements, pledge as appropriate, or subject liabilities incurred after the date of the Most Recent Balance Sheet in the ordinary course of business and consistent with past practice; (g) increase or decrease prices charged to a lien its customers, other than in the ordinary course of business consistent with past practice, or fail to use all commercially reasonable efforts to enforce any Contract or other encumbrance agreement with any customer or supplier, collect its accounts receivable, or pay its accounts payable, in each case in the ordinary course of business consistent with past practice; (h) except as contemplated in other provisions of this Agreement, enter into any contract or transaction with or for the benefit of any of its assetsdirectors, tangible officers, stockholders, Affiliates or intangible;Associates or any entity in which any such director, officer, stockholder, Affiliate or Associate, or their respective Affiliates or Associates, has a direct or indirect interest, whether or not in the ordinary course of business; or agree, in writing or otherwise, to take or authorize any of the foregoing actions or any action which would make any representation or warranty in Article IV hereof untrue or incorrect in any respect; or (i) (i) solicit, initiate, encourage the initiation or submission by others of any Acquisition Proposal; (ii) enter into or participate in discussions or negotiations with, respond to solicitations relating to, furnish to any Person any information with respect to, or take any other action to encourage or facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; or (iii) enter into any Contract, agreement or commitment (whether or not binding) with respect to any Acquisition Proposal.

Certain Actions. During Without the period between prior written consent of each of FF-ITP and, in the date hereof case of subparagraphs (a), (b), (d), (e), (f), (m), (n), (o), and (p), the earlier consent of the Effective Date or holders of a majority of the termination outstanding shares of this PlanSeries B Preferred Stock (other than shares held by a Regulated Holder), except as otherwise contemplated by this Plan of Mergerwhich consent may be withheld for any reason, Colonial Bank shall the Company will not, without first obtaining the written approval of VRB, which and will not be unreasonably withheldpermit any Subsidiary to: (a) Amend its Articles permit to occur any amendment, alteration, or modification of Incorporation the bylaws of the Company, as constituted on the date of this Agreement, the effect of which, in the judgment of FF-ITP and the holders of a majority of the outstanding shares of Series B Preferred Stock (other than shares held by a Regulated Holder), would be to alter, impair, or Bylawsaffect adversely, either the rights and benefits of the Holders or the duties and obligations of the Company under this Agreement, the Warrants, the Certificate or the Stockholder Agreement or permit to occur any amendment, alteration, or modification of the other charter or organizational documents of the Company, as constituted on the date of this Agreement except to the extent necessary to comply with Section 4.04(j) or 4.10; (b) Declare except as otherwise permitted in the Certificate or pay any dividend (except (i) dividends on its preferred stock those Stock Repurchase Agreements dated May 30, 1997, between the Company and each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, or as required by the terms Stockholder Agreement or the Loan Warrant Agreement, (i) declare or make any dividends or distributions of its cash, stock property, or assets or redeem, retire, purchase, or otherwise acquire, directly or indirectly, any of the Capital Stock or capital stock or securities of any Affiliate or any Subsidiary of the Company, or any securities convertible or exchangeable into Capital Stock or capital stock or securities of any Affiliate or any Subsidiary of the Company or otherwise make any distribution on account of the purchase, repurchase, redemption, put, call or other retirement of any shares of Capital Stock of the Company or any Subsidiary thereof and or of any warrant, option or other right to acquire such shares, or (ii) in pay any professional consulting or management fees or any other payments to any shareholders of Parent or any Subsidiary; provided, however, that the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard Company shall be permitted as exceptions to the items described preceding provisions of this clause (b): to declare and make payments of (A) dividends in clauses (i), (ii)cash from Subsidiaries of the Company to the Company to the extent necessary to permit the Company or its Subsidiaries to pay amounts due and payable under the Loan Agreement, and (iiiB) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank dividends on the Preferred Stock or make or commit to make any other distribution to Colonial Bank's stockholdersas provided in the Certificate; (c) Issueeffect any sale, selllease, or deliver; agree to issueassignment, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrantstransfer, or other rights conveyance of any material portion of the assets or operations or the revenue or income generating capacity of the Company (other than inventory in the ordinary course of business and other assets reasonably and in good faith determined by the Company to purchasebe obsolete or no longer necessary to the business of the Company), or to take any such action that has the effect of any of the foregoing; (d) Except except for issuances of stock permitted by this Agreement, the Permitted Stock, and the mergers permitted by the Loan Agreement or pursuant to the express terms of this Agreement or the Stockholder Agreement, issue or sell, or otherwise dispose of any Capital Stock (including the Series A Preferred Stock) or Capital Stock of any Subsidiary, dissolve or liquidate, or effect any consolidation or merger involving the Company or any Subsidiary or any reclassification, corporate reorganization, stock split or reverse stock split, or other change of any class of Capital Stock of the Company or of any Subsidiary; (e) issue any Capital Stock unless the holder of such Capital Stock either (i) has become a party to the Stockholder Agreement, or (ii) owns, after such issuance, less than three percent (3%) of the Company's Common Stock, assuming full exercise or conversion of all outstanding securities exercisable for or convertible into Common Stock. (f) enter into any business that the Company or any Subsidiary is not conducting on the date of this Agreement or acquire any substantial business operation or assets (through a stock or asset purchase or otherwise except for businesses and acquisitions permitted by the Loan Agreement); (g) except for Permitted Stock, enter into any transaction or transactions with any director, officer, employee, or stockholder of the Company, or any Affiliate or relative of the foregoing except upon terms that, in the opinion of the FF-ITP, are fair and reasonable and that are, in any event, at least as favorable as would result in a comparable arm's-length transaction with a Person not a director, officer, employee, shareholder, or Affiliate of the Company or any Affiliate or related party of the foregoing, or advance any monies to any such Persons, except for travel advances in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (eh) Except increase the amount of remuneration paid to officers under the employment agreements disclosed with respect to Section 3.01(k) of this Agreement (the "Employment Agreements"); (i) modify, amend, terminate or waive any material provision of the Employment Agreements; (j) allow the aggregate par value of the Capital Stock subject to the Warrants from time to time to exceed the price payable upon exercise of the Warrants, as adjusted from time to time; (k) fail to achieve $30,000,000 in net revenue and $1,500,000 in EBITDA for the ordinary course year ending one year after the Original Closing Date; $60,000,000 in net revenue and $3,500,000 in EBITDA for the year ending two years after the Original Closing Date; and $90,000,000 in net revenue and $5,500,000 in EBITDA for the year ending three years after the Original Closing Date; (l) fail to comply, in all material respects, with all applicable statutes, regulations, and orders of businessthe United States, leasedomestic and foreign states, sell and municipalities, agencies, and instrumentalities of the foregoing applicable to the Company; (m) fail to file all required tax returns, reports, and requests for refunds on a timely basis or transfer; agree to lease, sell or transferpay on a timely basis all taxes imposed on either it, or grant or agree to grant any preferential rights to lease or acquire, upon any of its assets, property income or franchises; provided, however, that neither the Company nor any Subsidiary shall be required to pay or discharge any tax, levy, assessment, or governmental charge that is being contested in good faith by appropriate proceedings diligently pursued, and for which adequate reserves in accordance with generally accepted accounting principles, consistently applied, have been establis-hed; (n) authorize or issue stock to ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or any Affiliate or Related Party of the foregoing; (o) fail to keep books and records of account in which full, true, and correct entries will be made of all dealings and transactions in relation to its business and affairs in accordance with generally accepted accounting principles applied on a consistent basis; (p) create or authorize any class or series of capital stock ranking prior to or pari passu with the Series A Preferred Stock with respect of the payment of dividends or the distribution of assets upon a liquidation, or create or authorize any rights, options or make warrants exercisable for, or permit any amendment securities convertible into or termination exchangeable for, shares of any contractsuch class or series of capital stock; (q) except for Permitted Stock, agreementauthorize the issuance of the Company's equity securities at a price per share of less than their Fair Market Value; or (r) obligate itself or otherwise agree to take, instrument permit or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance enter into any of its assets, tangible or intangible;the events described in subsections (a) through (q) above.

Certain Actions. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheldGLN shall: (a) Amend its Articles not take any action that would interfere with or be inconsistent with the completion of Incorporation the transactions contemplated hereunder or Bylawswould render, or that reasonably may be expected to render, any representation or warranty made by GLN in this Agreement untrue in any material respect at any time prior to the Effective Time if then made; (b) Declare or pay any dividend (except (i) dividends on use its preferred stock as required by commercially reasonable efforts to complete the terms thereof and (ii) in the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholdersConcurrent Financing; (c) Issueother than as disclosed in the GLN Disclosure Letter, sell, or deliver; agree to issue, sell or deliver; or grant not (i) issue or agree to grant issue any shares of any class of the stock of Colonial Bank; any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares other than pursuant to the exercise of GLN Warrants; or (ii) redeem, purchase or otherwise acquire any of such its outstanding shares or other securities; (iii) split, combine or reclassify any of its shares; (iv) adopt a plan of liquidation or resolutions providing for its liquidation, dissolution, merger, consolidation or reorganization; (v) merge, amalgamate, or consolidate into or with any other person or company or enter into any other corporate reorganization, or sell all or any options, warrantssubstantial part of its assets to any person or company, or other rights perform any act or enter into any transaction or negotiation which can reasonably be expected to purchaseinterfere or be inconsistent with the consummation of the Arrangement; or (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as otherwise permitted by this Agreement or agreed to in writing by Exito; (d) Except not grant to any officer or director an increase in compensation in any form, grant any general salary increase other than in accordance with the requirements of any existing agreements, grant to any other employee any increase in compensation in any form other than routine increases in the ordinary course of business, borrow or agree make any loan to borrow any funds officer or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claimsdirector; (e) Except not, without the prior written consent of Exito, adopt or amend or make any contribution to any bonus, profit sharing, option, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except as is necessary to comply with Applicable Laws or with respect to existing provisions of any such plans, programs, arrangements or agreements; (f) not, other than pursuant to a binding commitment entered into prior to the date hereof and disclosed to Exito: (i) sell, pledge, dispose of or encumber any assets, except for production in the ordinary course of business, lease, sell ; (ii) expend or transfer; agree commit to lease, sell expend more than $50,000 individually or transfer, or grant or agree $500,000 in the aggregate with respect to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangiblecapital expenses;

Certain Actions. During Without the period between the date hereof and the earlier prior written consent of the Effective Date or Holders, --------------- which consent may be withheld in the termination sole discretion of this Planthe Holders, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall the Company will not, without first obtaining the written approval of VRB, which and will not be unreasonably withheldpermit any Subsidiary to: (a) Amend its permit to occur any amendment, alteration, or modification of the Bylaws of the Company, as constituted on the date of this Agreement, the effect of which, in the sole judgment of the Holders, would be to alter, impair, or affect adversely, either the rights and benefits of the Holders or the duties and obligations of the Company under this Agreement, the Warrants, the Certificate or the Shareholder Agreement or permit to occur any amendment, alteration, or modification of the Restated Articles of Incorporation or Bylaws;other charter or organizational documents of the Company, as constituted on the date of this Agreement except to the extent necessary to comply with Section 4.04(j) or 4.10; --------------- ---- (b) Declare except as otherwise permitted in the Certificate or pay any dividend (except required by the Shareholder Agreement, (i) declare or make any dividends or distributions of its cash, stock, property, or assets or redeem, retire, purchase, or otherwise acquire, directly or indirectly, any of the Capital Stock or capital stock or securities of any Affiliate or any Subsidiary of the Company, or any securities convertible or exchangeable into Capital Stock or capital stock or securities of any Affiliate or any Subsidiary of the Company or otherwise make any distribution on its preferred stock account of the purchase, repurchase, redemption, put, call or other retirement of any shares of Capital Stock of the Company or any Subsidiary thereof or of any warrant, option or other right to acquire such shares (except pursuant to Preferred Stock and Warrant Purchase Agreement - Page 25 ---------------------------------------------- the Purchase Documents or the Certificate) (each as required by defined in Section 11.1 of the terms thereof and Note Agreement), or (ii) in make any payment or distribution on account of any Indebtedness of the event the closing occurs after February 28, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard Company which is subordinate to the items described in clauses Senior Subordinated Notes (i), (iiexcept that Subsidiaries may make distributions to the Company), and (iii) of Section 6.13); redeemexcept as otherwise provided for in the Note Agreement, repurchase pay any professional consulting or otherwise acquire management fees or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution payments to Colonial Bank's stockholdersany shareholders of Parent or any Subsidiary; provided, however, that the -------- ------- following shall be permitted as exceptions to the preceding provisions of this clause (b): declare and make payments of (A) dividends in cash from Subsidiaries of the Company to the Company to the extent necessary to permit the Company or its Subsidiaries to pay the Senior Subordinated Obligations (as defined in Section 11.1 of the Note Agreement) due and payable from the Company or its Subsidiaries to each Purchaser, (B) dividends or stock repurchases permitted by the Senior Loan Agreement (as defined in Section 11.1 of the Note Agreement), and (C) dividends on the Preferred Stock as provided in the Certificate and payments made pursuant to the Purchase Documents (as defined in Section 11.1 of the Note Agreement); (c) Issueeffect any sale, selllease, or deliver; agree to issueassignment, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrantstransfer, or other rights conveyance of any material portion of the assets or operations or the revenue or income generating capacity of the Company (other than inventory in the ordinary course of business and other assets reasonably and in good faith determined by the Company to purchasebe obsolete or no longer necessary to the business of the Company and other asset dispositions permitted by the Senior Loan Agreement including the Asset Transfer (as defined in the Senior Loan Agreement)) or to take any such action that has the effect of any of the foregoing; (d) Except except for issuances of stock permitted by the Senior Loan Agreement, the Permitted Stock, the Acquisition Merger, the Subsidiary Mergers (each as defined in Section 11.1 of the Note Agreement) and the other mergers permitted by the Senior Loan Agreement or pursuant to the express terms of this Agreement or the Shareholder Agreement, issue or sell, or otherwise dispose of any Capital Stock (including the Series B Preferred Stock) or Capital Stock of any Subsidiary, dissolve or liquidate, or effect any consolidation or merger involving the Company or any Subsidiary or any reclassification, corporate reorganization, stock split or reverse stock split, or other change of any class of Capital Stock of the Company or of any Subsidiary; (e) enter into any business that the Company or any Subsidiary is not conducting on the date of this Agreement or acquire any substantial business operation or assets (through a stock or asset purchase or otherwise except for businesses and acquisitions permitted by the Senior Loan Agreement); (f) except for the employment agreements disclosed in Schedule 7.10 to the Note Agreement and except for Permitted Stock, enter into any transaction or transactions with any director, officer, employee, or shareholder of the Company, or any Affiliate or relative of the foregoing except upon terms that, in the opinion of the Holders, are fair and reasonable and that are, in any event, at least as favorable as would result in a comparable arm's-length transaction with a Person not a director, officer, employee, shareholder, or Preferred Stock and Warrant Purchase Agreement - Page 26 ---------------------------------------------- Affiliate of the Company or any Affiliate or related party of the foregoing, or advance any monies to any such Persons, except for travel advances in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (eg) Except except for the employment agreements disclosed in Schedule 7.10 to the ordinary course Note Agreement, increase the amount of businessremuneration permitted under Section 7.10 of the Note Agreement; (h) except for (i) acquisitions permitted under the Note Agreement and Section 9.2 of the Senior Loan Agreement, lease(ii) Permitted Indebtedness (as defined in Section 11.1 of the Note Agreement), sell and (iii) other capital contributions, permitted purchases, advances and loans permitted by the Senior Loan Agreement, acquire any debt or transferequity interest in any Person or establish or acquire a Subsidiary or make any additional capital contribution or purchase any additional equity in any Subsidiary or make any advances or loans to any Subsidiary or transfer any technology or assets to any Subsidiary; (i) except for the employment agreements disclosed in Schedule 7.10 of the Note Agreement, modify, amend, terminate or waive any material provision of the Employment Agreements; (j) allow the aggregate par value of the Capital Stock subject to the Warrants from time to time to exceed the price payable upon exercise of the Warrants, as adjusted from time to time; or (k) obligate itself or otherwise agree to leasetake, sell permit or transfer, or grant or agree to grant any preferential rights to lease or acquire, enter into any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition the events described in subsections (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;a) through (j) above. --------------- ---

Certain Actions. During Stockholder agrees that after any Request Event, subject to the terms and conditions of this Agreement, for the period between ending seven years following the consummation of the Merger neither it nor any of its Affiliates (as such term is defined in Rule 12b-2 under the ▇▇▇▇ ▇▇▇) at such time, regardless of whether such person or entity is an Affiliate on the date hereof and the earlier of the Effective Date hereof, will, directly or the termination of this Planindirectly, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which will not be unreasonably withheld: alone or in concert with others (a) Amend its Articles of Incorporation or Bylaws; (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required by the terms thereof and (ii) in the event the closing occurs after February 28acquire, 1998offer to acquire, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issueacquire, sellby purchase, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible into any of such shares; or any options, warrants, or other rights to purchase; (d) Except in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee gift or otherwise, any commitmentCompany Common Stock or direct or indirect rights, obligation securities or liability options to acquire (absolute through purchase, exchange, conversion or contingent); otherwise) any Company Common Stock (collectively, including such rights, securities and options, the "Voting Securities") or cancel seek to advise, encourage or agree influence any person or entity with respect to cancel the acquisition of Voting Securities of the Company, (b) make, or in any debts way participate in, any "solicitation" of "proxies" (as such terms are defined in Regulation 14A promulgated by the Commission pursuant to Section 14 of the ▇▇▇▇ ▇▇▇) to vote, or claims; communicate with or seek to advise, encourage or influence any person or entity with respect to the voting of, any Voting Securities, (c) form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the 1934 Act with respect to any Voting Securities, (d) deposit any Voting Securities into a voting trust or subject any such securities to any arrangement or agreement with respect to the voting thereof, except as provided herein, (e) Except in the ordinary course of business, lease, sell or transfer; agree otherwise act to lease, sell or transferseek, or grant to assist or agree encourage in any respect any other person or entity to grant seek, to control or influence in any preferential rights to lease manner the management, Board of Directors, policies or acquire, any affairs of its assets, property or rightsthe Company, or make (f) request that the Company waive or permit amend any amendment or termination provisions of any contractthis Section 8. Notwithstanding the foregoing, agreementif Stockholder acquires Voting Securities as a result of the acquisition of an entity that beneficially owns Voting Securities, instrument or other right then Stockholder shall be permitted to which Colonial Bank dispose of such Voting Securities as promptly as is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;practicable.

Certain Actions. During Without the period between the date hereof and the earlier prior written consent of the Effective Date or the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRBHolders, which will not consent may be unreasonably withheldwithheld in the sole discretion of the Holders: (a) Amend its Articles the Company shall not permit to occur any (i) amendment, alteration, or modification of Incorporation the Bylaws of the Company, as constituted on the date of this Agreement, the effect of which, in the sole judgment of the Holders, would be to alter, impair, or Bylawsaffect adversely, either the rights and benefits of the Holders or the duties and obligations of the Company under this Agreement, the Warrants, the Stockholders’ Agreement or the Registration Rights Agreement or (ii) amendment, alteration, or modification of the Certificate of Incorporation, the Certificate of Designations, other charter or organizational documents of the Company, as constituted on the date of this Agreement or authorize or designate (through board of directors designation or otherwise) any class or series of any Capital Stock which rank on parity with or senior to the Series D Convertible Preferred Stock upon payment of dividends, liquidation or other distributions except to the extent necessary to comply with Sections 4.04(k) and 4.10 of this Agreement; (b) Declare the Company shall not, and shall not permit any Subsidiary to, declare or pay make any dividend dividends or distributions of its cash, stock, property, or assets (other than general dividends and distributions to its shareholders in instances in which the Dilution Fee is applicable and has been indefeasibly paid to the Holders (e.g., the Holder is not obligated to disgorge the payment or turn over the payment to the senior lender of the Company or any of its Subsidiaries) and stock dividends to which the adjustments provided for in Section 2.12 of this Agreement have been made) or redeem, retire, purchase, or otherwise acquire, directly or indirectly, any of the Capital Stock or capital stock or securities of any Affiliate of the Company, or any securities convertible or exchangeable into Capital Stock or capital stock or securities of any Affiliate of the Company, except that (i) dividends on its preferred stock as required by any Subsidiary shall be permitted to do any of the terms thereof foregoing for the benefit of the Company or any other Subsidiary and (ii) the Company shall be permitted to repurchase shares of Capital Stock from employees upon termination of employment; provided, that, such repurchases are approved by the Board of Directors and; provided further, that, such repurchases shall not exceed $500,000 cumulatively in the event aggregate during the closing occurs after February 28term of this Agreement; (c) the Company shall not issue or sell, 1998or otherwise dispose of or permit any Subsidiary to issue, sell or dispose of, any capital stock or securities of any Subsidiary, or dissolve or liquidate, or effect any consolidation or merger involving the Company or any Subsidiary or any reclassification, corporate reorganization, stock split or reverse stock split, or other change of any class of Capital Stock (unless the adjustments provided for by Section 2.12 of this Agreement have been made); except that the Company shall be permitted to issue and sell Permitted Stock; (d) the Company shall not, except for the Registration Rights Agreement, become a dividend party to, or otherwise be bound by, any agreement obligating it to register any of its Capital Stock; (e) the Company shall not, and shall not in excess of Colonial Bank's adjusted net income after December 31permit any Subsidiary to, 1997 through enter into any business which is not substantially related to that which the Company or any Subsidiary, as the case may be, is conducting on the date of closing calculated without regard this Agreement or acquire any substantial business operation or assets (through a stock or asset purchase or otherwise); (f) the Company shall not, and shall not permit any Subsidiary to, except for Permitted Stock, the Lease, the Stockholders’ Agreement, the Registration Rights Agreement and the Management Agreement and as listed on Schedule 7.6 of the Note Agreement as in effect on the date hereof, enter into any transaction or transactions with any director, officer, employee, or shareholder of the Company or Subsidiary, as the case may be, or any Affiliate or relative of the foregoing, except upon terms that are disclosed in advance and approved by a majority of the outside directors of the Company, and that are, in any event, at least as favorable as would result in a comparable arm’s-length transaction with a Person not a director, officer, employee, shareholder, or Affiliate of the Company or Subsidiary, as the case may be, or any Affiliate or related party of the foregoing, or advance any monies to any such Persons, except for travel advances in the ordinary course of business (provided that nothing herein shall prevent the Company from providing insurance and similar benefits to all its directors) and except for transactions between the Company and any of its Subsidiaries or between any of the Company’s Subsidiaries (provided that each Subsidiary in such transaction is a guarantor of the obligations of the Company to the items described Holders and any sale of the capital stock or substantially all of the assets of such Subsidiary would constitute an Event of Default (as defined in clauses the Note Agreement); provided, however, that neither the Company nor any of its Subsidiaries shall be permitted to make any payment under the Management Agreement upon the occurrence and during the continuation of either (i) an Event of Default under Section 8.1(a) of the Note Agreement or Section 8.1(g) of the Note Agreement (other than a default by the Company or any Subsidiary of the obligation to purchase all or a portion of the Put Shares in a circumstance which does not constitute a Put Event Exercise Payment Default) or (ii) a Put Event Exercise Payment Default; (g) the Company shall not, and shall not permit any Subsidiary to, as the case may be, permit the aggregate amount of salary and other direct and indirect remuneration (including, but not limited to, employee benefits and professional, consulting and management fees and expenses (but excluding out-of-pocket expenses incurred in attending meetings of the Company’s Board of Directors) paid by the Company or any Subsidiary, as the case may be, during any fiscal year to Sterling Investment Partners Advisors, LLC, any Affiliate of Sterling Investment Partners Advisors, LLC, or any successor or transferee of any such Person(s), or any member of such Person’s immediate family, directly or indirectly, without the prior written consent of a majority in interest of the Holders) to exceed the amounts provided for in the Management Agreement or Section 7.12 of the Stockholders’ Agreement (provided that nothing herein shall prevent the Company from providing insurance and similar benefits to all its directors and, in connection with and following the Initial Public Offering, granting options to all non-employee directors, having an exercise price equal to Fair Market Value on the date of the grant); provided, however, that neither the Company nor any of its Subsidiaries shall be permitted to make any payment under the Management Agreement upon the occurrence and during the continuation of either (i) an Event of Default under Section 8.1(a) of the Note Agreement (other than a default by the Company or any Subsidiary of the obligation to purchase all or a portion of the Put Shares in a circumstance which does not constitute a Put Event Exercise Payment Default) or Section 8.1(g) of the Note Agreement or (ii) a Put Event Exercise Payment Default; (h) the Company shall not, and shall not permit any Subsidiary to, acquire any debt or equity interest in any Person or establish or acquire a Subsidiary or make any additional capital contribution or any loans to or purchase any additional equity in any Subsidiary or make any advances or loans to any Subsidiary (other than a Subsidiary which is a guarantor of the obligations of the Company to the Holders and with respect to which any sale of the capital stock or substantially all of the assets of such Subsidiary would constitute an Event of Default (as defined in the Note Agreement)) or acquire all or substantially all of the assets of any Person except those which do not involve the investment, incurrence of debt or liability or contribution of more than (i) $500,000 per year in the aggregate and (ii) $1,000,000, from and after the Closing Date in the aggregate, or transfer any technology or assets to any Subsidiary (other than a Subsidiary which is a guarantor of the obligations of the Company to the Holders and with respect to which any sale of the capital stock or substantially all of the assets of such Subsidiary would constitute an Event of Default (as defined in the Note Agreement)) unless the Holders have been given prior written notice thereof and such transfer has been approved by a majority of the outside directors of the Company; (i) the Company shall not, and shall not permit any Subsidiary to, (I) modify, amend, terminate or waive any provision of any Employment Agreement (except as permitted by the Note Purchase Agreement), or (II) allow or permit ▇▇▇▇▇▇ ▇▇▇▇ (or any successor thereto consented to by the Holders) to cease to perform the functions of chief executive officer (or president) of the Company unless the Company shall have within a reasonable period not to exceed one hundred eighty (180) days obtained a successor chief executive officer (or president) of at least comparable background, experience and ability who is acceptable to and consented to by a group of Holders holding not less than two-thirds (2/3) of the Warrant Shares, or (III) allow or permit ▇▇▇▇ ▇▇▇▇▇ (or any successor thereto consented to by the Holders) to cease to perform the functions of chief financial officer of the Company unless the Company shall have within a reasonable period not to exceed one hundred eighty (180) days obtained a successor chief financial officer of at least comparable background, experience and ability who is acceptable to and consented to by a group of Holders holding not less than two-thirds (2/3) of the Warrant Shares; (j) the Company shall not, and shall not permit any Subsidiary to, enter into, or otherwise become bound by, any agreement, arrangement or understanding, other than this Agreement or the Stockholders’ Agreement and the documents contemplated hereby and thereby, modifying, restricting or in any way affecting the rights of any securityholder to vote the securities of the Company; (k) the Company shall not permit the aggregate par value of the Capital Stock subject to the Warrants from time to time to exceed the price payable upon the exercise of the Warrants, as adjusted from time to time; (l) the Company shall not take any action, or permit any Subsidiary to take any action, which could reasonably be expected to cause a “Regulatory Violation” or “Regulatory Problem,” as such terms are defined in the Stockholders’ Agreement; (m) the Company shall not, and shall not permit any Subsidiary to, enter into any employee stock option or benefit plan with respect to shares of Capital Stock of the Company unless (i) such plan shall be approved by a majority of the disinterested directors of the Board of Directors of the Company, (ii)) the options shall contain an exercise price equal to the fair market value thereof at the date of grant, and (iii) the options shall be exercisable into not more than 592,189 shares of Section 6.13the Common Stock (subject to adjustments for stock splits and reverse stock splits and similar events as to which corresponding adjustments are made to the number of shares of Capital Stock issuable upon exercise of the Warrants); redeem, repurchase and (n) the Company shall not obligate itself or otherwise acquire or agree to acquire any Colonial Bank Stock take, permit or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issue, sell, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares of any class of the stock of Colonial Bank; any securities convertible enter into any of such shares; or any options, warrants, or other rights to purchase; the events described in subsections (da) Except in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability through (absolute or contingent); or cancel or agree to cancel any debts or claims; (em) Except in the ordinary course of business, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;above.

Certain Actions. During (a) From the period between Execution Date until the date hereof and the earlier of the Effective Date or the termination of this PlanClosing Date, except as otherwise contemplated expressly provided in this Agreement, or as required by this Plan the Bankruptcy Court and the provisions of Mergerthe Bankruptcy Code, Colonial Bank Seller, except in the Ordinary Course of Business consistent with past practice or as set forth on Section 5.3 of the Disclosure Schedule, shall not, not take any of the following actions without first obtaining the written approval consent of VRBBuyer, which will shall not be unreasonably withheld: , delayed, or conditioned: (a) Amend its Articles amend or terminate any Assumed Contract; (b) sell, assign, transfer, distribute, or otherwise transfer or dispose of Incorporation any Acquired Assets or Bylaws;other plant, equipment, account receivable, or other assets or property, in each case, other than sales of Inventory in the Ordinary Course of Business; (c) take, cause, or permit to occur any action or event that would be reasonably likely to result in any representation or warranty of Seller being inaccurate as of the Closing Date; (d) make any changes in cash management practices, pricing policies, credit or allowance policies, monetary policies, or accounting policies; (e) make any payment to, or undertake any transaction with, any Affiliate, officer, director, owner, or manager of Seller other than the payment of compensation or benefits; (f) adopt, amend, or terminate any Employee Benefit Plan or other employee plan; or (g) change the compensation or benefits, or terminate without cause or change the position, of any employee of Seller. (b) Declare or pay any dividend (except (i) dividends on its preferred stock as required Seller shall have terminated that certain Asset Purchase Agreement by the terms thereof and (ii) in the event the closing occurs after February 28among Seller and Candy Cube Holdings, 1998, a dividend not in excess of Colonial Bank's adjusted net income after December 31, 1997 through the date of closing calculated without regard LLC pursuant to the items described in clauses (i), (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree Bidding Procedures Order prior to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders;Closing. (c) IssueAt or prior to Closing, sellthere shall not be a written notice of an Event of Default issued by SFCC under the DIP Facility (as such terms are defined therein), or deliver; agree to issueand Seller shall be in compliance with the Budget dated October 4, sell or deliver; or grant or agree to grant any shares of any class 2019 and the variance limitations set forth in Section 6.18(b) of the stock DIP Facility. For the avoidance of Colonial Bank; doubt, the Budget filed with the Bankruptcy Court on September 6, 2019 shall not be the operative budget for any securities convertible into any of such shares; or any options, warrants, or other rights to purchase;purpose under this Agreement. (d) Except in Between the ordinary course Effective Date and the Closing, Seller shall promptly deliver to Buyer copies of business, borrow or agree all reports provided to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims;the lender under the DIP Facility. (e) Except in Buyer shall have no liability for post-petition obligations, including without limitation any unpaid post-petition vendor claims or post-petition landlord claims under any Lease, which claims and payments shall be paid pursuant to the ordinary course Budget. For avoidance of businessdoubt, lease, sell or transfer; agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any all Cure Costs that arose pre-petition shall be an obligation of its assets, property or rights, or make or permit any amendment or termination of any contract, agreement, instrument or other right to which Colonial Bank is a party the Buyer and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or subject to a lien or any other encumbrance any of its assets, tangible or intangible;not Seller.

Certain Actions. During Without the period between prior written consent of the date hereof Holders, which consent may be withheld in the sole discretion of the Holders, the Company will not, and the earlier of the Effective Date or the termination of this Plan, except as otherwise contemplated by this Plan of Merger, Colonial Bank shall not, without first obtaining the written approval of VRB, which Company will not be unreasonably withheldpermit any of its Subsidiaries to: (a) Amend permit to occur any amendment, alteration or modification of its Articles of Incorporation Incorporation, Bylaws or Bylawsother charter or organizational documents, as constituted on the date of this Agreement, the effect of which, in the reasonable credit judgment of the Holders, would be to alter, impair, or affect adversely, either the rights and benefits of the Holders or the duties and obligations of Company under this Agreement, the Warrants, or the Shareholder Agreement; (b) Declare declare or pay make any dividend dividends or distributions of its cash, stock, property, or assets (except other than (i) dividends on its preferred stock as required by and distributions which are permitted pursuant to the terms thereof of the Note Agreement and (ii) regularly scheduled dividends on the ▇▇▇▇▇▇▇▇ Preferred Stock, subject to the restrictions set forth in Section 4.04 of the Shareholder Agreement) or redeem, retire, purchase, or otherwise acquire, directly or indirectly, any of its Capital Stock or Capital Stock or securities of any Affiliate of the Company, or any securities convertible or exchangeable into Capital Stock or Capital Stock or securities of any Affiliate of the Company; (c) effect any sale, lease, assignment, transfer, or other conveyance of any portion of the assets or operations or the revenue or income generating capacity of the Company or any Subsidiary (other than sales, leases, assignments, transfers and other conveyances which are permitted pursuant to the terms of the Note Agreement) or to take any such action that has the effect of the foregoing; (d) except for Permitted Stock or pursuant to this Agreement, the Shareholder Agreement, the Note Agreement or the Pecks Securities Purchase Agreement, issue or sell, or otherwise dispose of any Capital Stock, or dissolve or liquidate (except that any Inactive Subsidiary may be dissolved or liquidated), or effect any consolidation or merger involving the Company or any Subsidiary (except that any Subsidiary of Precise may be merged with and into (i) Precise, provided that Precise is the surviving corporation or (ii) any other Subsidiary of Precise) or any reclassification, corporate reorganization, stock split or reverse stock split, or other change of any class of Capital Stock; (e) enter into any business that the Company or Precise is not conducting on the date of this Agreement or acquire any substantial business operation or assets (through a stock or asset purchase or otherwise); (f) except for Permitted Stock or as otherwise permitted in the Note Agreement, enter into any transaction or transactions with any director, officer, or shareholder of the Company or the Shareholder, or any Affiliate or relative of the foregoing except upon terms that are disclosed in writing to the Holders and are (i) in the opinion of the Holders, fair and reasonable and (ii) in the event the closing occurs after February 28any event, 1998at least as favorable as would result in a comparable arm's-length transaction with a Person not a director, a dividend not in excess of Colonial Bank's adjusted net income after December 31officer, 1997 through the date of closing calculated without regard to the items described in clauses (i)employee, (ii), and (iii) of Section 6.13); redeem, repurchase or otherwise acquire or agree to acquire any Colonial Bank Stock or make or commit to make any other distribution to Colonial Bank's stockholders; (c) Issue, sellshareholder, or deliver; agree to issue, sell or deliver; or grant or agree to grant any shares of any class Affiliate of the stock of Colonial Bank; any securities convertible into any of such shares; Company or the Shareholder or any options, warrantsAffiliate or related party of the foregoing, or other rights advance any monies to purchase; (d) Except any such Persons, except for travel advances in the ordinary course of business, borrow or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any commitment, obligation or liability (absolute or contingent); or cancel or agree to cancel any debts or claims; (eg) Except increase the amount of benefits payable under any benefit plan in the ordinary course of business, lease, sell or transfer; agree to lease, sell or transferaggregate, or grant increase the aggregate amount of professional, management, consulting or agree similar fees paid or accrued by the Company or its Subsidiaries during any fiscal year to grant any preferential rights to lease or acquire, for the direct or indirect benefit of any of its assetsofficers, property or rightsdirectors, or security holders or Affiliates beyond the amounts permitted under the Note Agreement; (h) acquire any debt or equity interest in any Person or establish or acquire a Subsidiary (other than any Subsidiary existing on the date hereof) or, except as otherwise permitted under the Note Agreement, make any additional capital contribution or permit purchase any amendment additional equity in any Subsidiary or, except as otherwise permitted under the Note Agreement, make any advances or termination loans to any Subsidiary or transfer any technology or assets to any Subsidiary; (i) allow the aggregate par value of any contract, agreement, instrument or other right to which Colonial Bank is a party and which is material to Colonial Bank's business, assets, earnings, operation or condition (financial or otherwise); or mortgage, pledge or the Capital Stock subject to a lien the Warrants from time to time to exceed the price payable on exercise of the Warrants, as adjusted from time to time; or (j) obligate itself or any other encumbrance otherwise agree to take, permit or enter into any of its assets, tangible or intangible;the events described in subsections (a) through (i) above.